Latvijas Gaze

AGM Information • Mar 16, 2017

Notification of receipt of draft resolutions for the 1st item of the agenda of the extraordinary shareholders' meeting of the Joint Stock Company "Latvijas Gāze"

The Joint Stock Company "Latvijas Gāze" hereby announces that it has received from shareholder Marguerite Gas I S.á.r.l. draft resolutions for the first item "On reorganisation" in the agenda of the extraordinary shareholders' meeting of the Joint Stock Company "Latvijas Gāze" to be held on March 31, 2017 at 10.00 o'clock at the premises of the JSC "Latvijas Gāze", 20 Vagonu Street, Riga.

The draft resolutions were received after the statutory deadline of submission of proposals. However, under Section 54. 2 Paragraph one of the Financial Instrument Market Law, shareholders may submit draft resolutions on the issues included in the agenda of the shareholders' meeting during the meeting if all draft resolutions submitted timely have been reviewed and rejected.

Attached:

1) Draft resolutions on the agenda item "On reorganisation" submitted by shareholder Marguerite Gas I S.á.r.l.

Joint Stock Company "Latvijas Gāze"	Further information:
Unified registration No. 40003000642	Vinsents Makaris
Legal address: 20 Vagonu Street, Riga, LV-1009	phone 67 369 144, IR@lg.lv

DRAFT RESOLUTION No.1 of the Extraordinary Meeting of Shareholders of the Joint Stock Company "Latvijas Gāze" to be held on March 31, 2017

On reorganisation

Whereas:

• The amendments to the Energy industry law of 11 February 2016 prescribe a separation of the distribution system operator from the Joint Stock Company "Latvijas Gāze" (hereinafter – Latvijas Gāze) via establishing a separate capital company and ensuring its independent management in accordance with the provisions of Section 45, Paragraphs two and three of the Energy industry law, to take effect starting 1 January 2018 (Clause 31 of the Transitional Provisions);
• The said provisions in the Energy industry law result from the transposition of the provisions of Articles 26 and 27 of the Directive No.2009/73/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in natural gas and repealing Directive 2003/55/EC,

the meeting of shareholders decided:

• 1) To support reorganisation of Latvijas Gāze (Section 336, Paragraphs four and five of the Commercial Law) by establishing two daughter companies of Latvijas Gāze, one being the distribution system operator and the other being the trader, and Latvijas Gāze remaining as the holding company.
• 2) To elect sworn auditor SIA "Grant Thornton Baltic" (licence No. 155) for the examination of the divestiture decision of Latvijas Gāze and the actions related thereto (including drafting an opinion on the sufficiency of the divested assets for the foundation of the new company – Section 377 of the Commercial Law). To determine remuneration for the sworn auditor up to EUR 20 thsd., VAT not included.
• 3) To assign the Management Board of Latvijas Gāze to carry out the necessary actions and draw up the draft documents in order to take the decision of dividing Latvijas Gāze.

DRAFT RESOLUTION No.2 of the Extraordinary Meeting of Shareholders of the Joint Stock Company "Latvijas Gāze" to be held on March 31, 2017

On reorganisation

Whereas:

• The amendments to the Energy industry law of 11 February 2016 prescribe a separation of the distribution system operator from the Joint Stock Company "Latvijas Gāze" (hereinafter – Latvijas Gāze) via establishing a separate capital company and ensuring its independent management in accordance with the provisions of Section 45, Paragraphs two and three of the Energy industry law, to take effect starting 1 January 2018 (Clause 31 of the Transitional Provisions);
• The said provisions in the Energy industry law result from the transposition of the provisions of Articles 26 and 27 of the Directive No.2009/73/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in natural gas and repealing Directive 2003/55/EC,

the meeting of shareholders decided:

• 1) To support the establishing of the distribution system operator as a new sister company of Latvijas Gāze via a reorganisation of Latvijas Gāze (Section 336, Paragraphs four and five of the Commercial Law), thus Latvijas Gāze remaining as the trader.
• 2) To elect sworn auditor SIA "Grant Thornton Baltic" (licence No. 155) for the examination of the divestiture decision of Latvijas Gāze and the actions related thereto (including drafting an opinion on the sufficiency of the divested assets for the foundation of the new company – Section 377 of the Commercial Law). To determine remuneration for the sworn auditor up to EUR 20 thsd., VAT not included.
• 3) To assign the Management Board of Latvijas Gāze to carry out the necessary actions and draw up the draft documents in order to take the decision of dividing Latvijas Gāze.

DRAFT RESOLUTION No.3 of the Extraordinary Meeting of Shareholders of the Joint Stock Company "Latvijas Gāze" to be held on March 31, 2017

On reorganisation

Whereas:

• The amendments to the Energy industry law of 11 February 2016 prescribe a separation of the distribution system operator from the Joint Stock Company "Latvijas Gāze" (hereinafter – Latvijas Gāze) via establishing a separate capital company and ensuring its independent management in accordance with the provisions of Section 45, Paragraphs two and three of the Energy industry law, to take effect starting 1 January 2018 (Clause 31 of the Transitional Provisions);
• The said provisions in the Energy industry law result from the transposition of the provisions of Articles 26 and 27 of the Directive No.2009/73/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in natural gas and repealing Directive 2003/55/EC,

the meeting of shareholders decided:

• 1) To support the establishing of the trader as a new sister company of Latvijas Gāze via a reorganisation of Latvijas Gāze (Section 336, Paragraphs four and five of the Commercial Law), thus Latvijas Gāze remaining as the distribution system operator.
• 2) To elect sworn auditor SIA "Grant Thornton Baltic" (licence No. 155) for the examination of the divestiture decision of Latvijas Gāze and the actions related thereto (including drafting an opinion on the sufficiency of the divested assets for the foundation of the new company – Section 377 of the Commercial Law). To determine remuneration for the sworn auditor up to EUR 20 thsd., VAT not included.
• 3) To assign the Management Board of Latvijas Gāze to carry out the necessary actions and draw up the draft documents in order to take the decision of dividing Latvijas Gāze.

DRAFT RESOLUTION No.4 of the Extraordinary Meeting of Shareholders of the Joint Stock Company "Latvijas Gāze" to be held on March 31, 2017

On reorganisation

Whereas:

• The amendments to the Energy industry law of 11 February 2016 prescribe a separation of the distribution system operator from the Joint Stock Company "Latvijas Gāze" (hereinafter – Latvijas Gāze) via establishing a separate capital company and ensuring its independent management in accordance with the provisions of Section 45, Paragraphs two and three of the Energy industry law, to take effect starting 1 January 2018 (Clause 31 of the Transitional Provisions);
• The said provisions in the Energy industry law result from the transposition of the provisions of Articles 26 and 27 of the Directive No.2009/73/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in natural gas and repealing Directive 2003/55/EC,

the meeting of shareholders decided:

• 1) To support the establishing of the trader as a new daughter company of Latvijas Gāze via a reorganisation of Latvijas Gāze (Section 336, Paragraphs four and five of the Commercial Law), thus Latvijas Gāze remaining as the distribution system operator.
• 2) To elect sworn auditor SIA "Grant Thornton Baltic" (licence No. 155) for the examination of the divestiture decision of Latvijas Gāze and the actions related thereto (including drafting an opinion on the sufficiency of the divested assets for the foundation of the new company – Section 377 of the Commercial Law). To determine remuneration for the sworn auditor up to EUR 20 thsd., VAT not included.
• 3) To assign the Management Board of Latvijas Gāze to carry out the necessary actions and draw up the draft documents in order to take the decision of dividing Latvijas Gāze.