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Latvijas Gaze

Pre-Annual General Meeting Information Jul 11, 2016

2233_rns_2016-07-11_df1ed890-204a-474e-9c22-450ada48d962.pdf

Pre-Annual General Meeting Information

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APPROVED

at the meeting of the Management Board of the Joint Stock Company "Latvijas Gāze" held on 7/8 June 2016, Minutes No.25 (2016) and Council meeting Minutes No.4 (2016)

Joint Stock Company "Latvijas Gāze" REGULATION On Application for Shares

In accordance with the Amendments to the Energy Law adopted by the Parliament (Saeima) of the Republic of Latvia on 11 February 2016, the extraordinary meeting of shareholders of the Joint Stock Company "Latvijas Gāze" (hereafter, Latvijas Gāze) held on 22 March 2016 elected to start preparations for reorganisation of Latvijas Gāze and approved the commencement of corporate spin-off by separating from Latvijas Gāze the business operations referred to in Article 111(1) of the Energy Law by way of reorganisation under the procedure set by the Commercial Law.

Article 355(4) of the Commercial Law states that in case of a spin-off, only those shareholders of the divided company who have voted for the reorganisation decision (hereafter, the Reorganisation Decision) or who have expressed in writing their intention to become shareholders of the newly established company before the date of adoption of the Reorganisation Decision, may become the shareholders of the newly established company.

On 24 May 2016, the Management Board of Latvijas Gāze approved the draft spin-off decision of the Joint Stock Company "Latvijas Gāze" (hereafter, the Spin-off Decision), the Asset Distribution Deed, and the reorganisation prospectus of the Joint Stock Company "Latvijas Gāze" hereafter, the Prospectus).

Section 6.1 of the Spin-off Decision provides that all shareholders of Latvijas Gāze (hereafter, the Shareholders) may become shareholders of the newly established acquiring joint stock company "Conexus Baltic Grid" separated from Latvijas Gāze in the course of reorganisation process (hereafter, the Acquiring Company) and acquire the same number of shares in the Acquiring Company as held by them in Latvijas Gāze.

Section 6.1 of the Prospectus provides that the procedure for application for the shares of the Acquiring Company shall be established by the Regulation on Application for Shares (hereafter, the Regulation) which shall be published on the website of Latvijas Gāze.

Considering the above requirements of the Commercial Law, Spin-off Decision, Asset Distribution Deed, and Prospectus, the Management Board of Latvijas Gāze has approved the Regulation setting out the following terms and conditions:

  1. By the date of adoption of the Reorganisation Decision at the extraordinary meeting of shareholders of Latvijas Gāze (hereafter, the Meeting), the Shareholders may express in writing their intention to become shareholders of the Acquiring Company. The notice regarding convening of the Meeting will be announced pursuant to the requirements of Article 273 of the Commercial Law and Article 54 of the Financial Instruments Market Law.

  2. The Shareholders are entitled to express their intention to become shareholders of the Acquiring Company by filling out an application for acquisition of shares in the Joint Stock Company "Conexus Baltic Grid" (hereafter, the Application) and submitting it to Latvijas Gāze either by:

2.1. sending by registered mail or by courier to the registered address of Latvijas Gāze at 20 Vagonu street, Riga, LV-1009; or

2.2. sending to e-mail address: [email protected], if signed electronically with a secure digital signature; or

2.3. delivering, by the date of adoption of the Reorganisation Decision, in person to Latvijas Gāze`s Customer care center at 20 Vagonu street, Riga, LV-1009.

  1. The Shareholder – a natural person shall fill out the Application using the sample form attached hereto as Annex No. 1, while the Shareholder – a legal entity shall fill out the Application using the sample form attached hereto as Annex No. 2.

  2. The Application shall be deemed submitted on time if Latvijas Gāze receives the Application before adoption of the Reorganisation Decision. Minutes of the Meeting shall specify the time (up to hours and minutes) of adoption of the Reorganisation Decision by the meeting of shareholders. Upon receipt of the Application, Latvijas Gāze shall not only record the date of its receipt, but also the time of receipt thereof (up to hours and minutes).

  3. In case the Application is in an electronic form, sections "date", "place of signature" and "signature" appears only in the timestamp.

  4. If the Shareholder – a natural person does not have a Latvian personal identification number, he /she shall indicate his/her date of birth and number, date of issue and issuing authority of the personal identification document.

  5. The Shareholder – a natural person shall indicate in the Application the address to which the notice regarding incorporation of the Acquiring Company shall be sent to him or her and this address will be entered in the register of shareholders of the Acquiring Company as the address for correspondence.

  6. On behalf of the Shareholder – a legal entity, the Application shall be signed by a person who is authorised to represent this legal entity.

  7. If the Shareholder – a legal entity is not registered in the public register maintained by the Republic of Latvia Register of Enterprises, a document shall be attached to the Application evidencing fact of incorporation of the Shareholder in the country of its registration together with the signatory right of the officer signing on behalf of that Shareholder.

  8. If the Application is signed on behalf of the Shareholder by an agent, power of attorney executed in accordance with the statutory requirements and evidencing the right to submit the Application, shall be attached.

  9. To verify if the person submitting the Application is the Shareholder, Latvijas Gāze will obtain information regarding holders of publicly traded bearer shares of Latvijas Gāze from the Latvian Central Depository.

  10. In the event that the Shareholder submits the Application as provided for in this Regulation, but elects to vote against the Reorganisation Decision at the Meeting, the Management Board of Latvijas Gāze will take into consideration the last expressed intent of the Shareholder and will not include him in the list of shareholders of the Joint Stock Company "Conexus Baltic Grid".

NOTE: Application can be submitted only in Latvian language (can be found at www.lg.lv)

Annex No. 1 to the Regulation on Application for Shares

_____________________________________________________________________ (name, surname, personal identification number and mailing address of natural person)

To: Joint Stock Company "Latvijas Gāze"

20 Vagonu street, Riga, LV-1009

Application

for acquisition of shares in Joint Stock Company "Conexus Baltic Grid"

I hereby declare that I am a holder of _____________________________

(number of shares in numbers and words)

bearer shares of the Joint Stock Company "Latvijas Gāze" (hereafter, Latvijas Gāze) and, in the course of reorganisation process of Latvijas Gāze, I am willing to become a shareholder of the Acquiring Company – Joint Stock Company "Conexus Baltic Grid", in accordance with provisions of the Spin-off Decision of Latvijas Gāze.

____________________ ___ ____________, 2016

(place of signing – not applicable, if the Application is submitted electronically with a secure digital signature and contains a timestamp)

(personal signature - not applicable, if the Application is submitted electronically with a secure digital signature and contains a timestamp)

________________________

Purpose of personal data processing is to ensure rights of Shareholders during the reorganisation of JSC "Latvijas Gāze" in accordance with applicable provisions of laws and regulations. Data controller: Joint stock company "Latvijas Gāze", Vagonu iela 20, Rīga, LV-1009.

NOTE: Application can be submitted only in Latvian language (can be found at www.lg.lv)

____________________________

Annex No. 2 to the Regulation on Application for Shares

___________________________________________________________ (name (firm), registration number and registered address of legal entity)

(place of signing) __.__.2016.

To: Joint Stock Company "Latvijas Gāze" 20 Vagonu street, Riga, LV-1009

Application

for acquisition of shares in Joint Stock Company "Conexus Baltic Grid"

I hereby declare that the legal entity _________________________________

(name (firm) of the legal entity))

holds ___________________________________

(number of shares in numbers and words) bearer shares of the Joint Stock Company "Latvijas Gāze" (hereafter, Latvijas Gāze) and, in the course of reorganisation process of Latvijas Gāze, it is willing to become the shareholder of the Acquiring Company – Joint Stock Company "Conexus Baltic Grid", in accordance with provisions of the Spinoff Decision of Latvijas Gāze.

_________________ (Title)

_________________ (Personal Signature)

__________________ (Name, surname in printed letters)

(Sections "Personal Signature" and "Name, surname in printed letters" not applicable, if the Application is submitted electronically with a secure digital signature and contains a timestamp

Purpose of personal data processing is to ensure rights of Shareholders during the reorganisation of JSC "Latvijas Gāze" in accordance with applicable provisions of laws and regulations. Data controller: Joint stock company "Latvijas Gāze", Vagonu iela 20, Rīga, LV-1009.

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