Latvijas Gaze

AGM Information • May 16, 2019

DRAFT RESOLUTIONS for the regular Meeting of Shareholders of the Joint Stock Company "Latvijas Gāze" of June 19, 2019

1. Reports of the Board, the Council and the Audit Committee, and the certified auditor's opinion

To take note of the reports of the Board, the Council and the Audit Committee of the Joint Stock Company "Latvijas Gāze", and the certified auditor's opinion.

2. Approval of the 2018 annual report

To approve:

• 1) the ""Latvijas Gāze" Group and Joint Stock Company "Latvijas Gāze" annual report 2018" prepared in compliance with the International Financial Reporting Standards as adopted by the European Union;
• 2) the Corporate Governance Report of the Joint Stock Company "Latvijas Gāze"

drawn up by the Board and reviewed by the Council of the Joint Stock Company "Latvijas Gāze".

3. Distribution of the Company's profit

• 1) To approve the 2018 net profit of the Joint Stock Company "Latvijas Gāze" in the amount of 23,192,945 EUR and the following distribution thereof:
  • to pay 19,445,217 EUR to the shareholders in dividends;
  • to transfer 3,747,728 EUR to the retained earnings of the Joint Stock Company "Latvijas Gāze".

• 2) To pay 21,945,000 EUR or 0.55 EUR per share to the shareholders in dividends, where: - 2,499,783 EUR (or 11.39%) is the profit of the Joint Stock Company "Latvijas Gāze" accumulated till December 31, 2017 and not distributed;

• 10,468,217 EUR (or 47.70%) is the 2018 profit of the Joint Stock Company "Latvijas Gāze";

• 8,977,000 EUR (or 40.91%) is the dividends received from the profit of the Joint Stock Company "Gaso" accumulated till December 31, 2017 and not distributed,

with July 3, 2019 as the Ex-date (the day from which onwards shares are traded without a right to dividend), July 4, 2019 as the date of calculation of dividends, and July 5, 2019 as the date of payment of dividends.

4. Setting of remuneration to the members of the Council and the Audit Committee for the 2018 annual performance

• 1) To pay a single bonus for the performance of 2018 to Chairman of the Council of the Joint Stock Company "Latvijas Gāze" K.Seleznev in the amount of seven monthly remunerations, to Vice-Chairmen of the Council J.Savickis in the amount of six monthly remunerations and O.Giese in the amount of six monthly remunerations, to Members of the Council M.Kohlenbach, D.S.Harrison, N.Merigo Cook, H.P.Floren, O.Ivanov, V.Khatkov, E.Mikhaylova in the amount of six monthly remunerations, I.Fedorov in the amount of two monthly remunerations.
• 2) To pay a single bonus for the performance of 2018 to each member of the Audit Committee of the Joint Stock Company "Latvijas Gāze" in the amount of 5,000 EUR.

5. Election of the auditor of the 2019 annual accounts and setting of remuneration to the auditor

To elect the commercial company of certified auditors "PricewaterhouseCoopers" LLC (license No.5) as the auditor of the 2019 annual accounts, report, accounting and financialeconomic performance of the Joint Stock Company "Latvijas Gāze" with a remuneration of 26,400 EUR excl. VAT.

Riga, April 24, 2019

Chairman of the Board of the Joint Stock Company "Latvijas Gāze" A. Kalvītis