Latvijas Gaze

AGM Information • Nov 16, 2016

Notification on Foundation Meeting of Joint Stock Company "Conexus Baltic Grid"

We hereby inform you that the Management Board of JSC "Latvijas Gāze" convenes the foundation meeting of JSC "Conexus Baltic Grid" on 22 December 2016 at 10.00 a.m., at the premises of JSC "Latvijas Gāze", 20 Vagonu street, Riga. The registration for the meeting opens at 9.00 a.m

All documents relevant to the foundation meeting and the reorganisation of JSC "Latvijas Gāze" are being published in the following Internet resources: the website of JSC "Latvijas Gāze" www.lg.lv, the website of the Central Storage of Regulated Information www.oricgs.lv and on the website of Joint Stock Company "Nasdaq Riga" www.nasdaqbaltic.com.

Agenda:

• 1. On approval of the Articles of Association.
• 1. Election of the Council and setting of remuneration for the Council.
• 1. Election of an auditor and setting of remuneration for the auditor.

Persons who are included in the Initial Register of shareholders based on their shareholdings in JSC "Latvijas Gāze" at 2 September 2016 and a valid written subscription for JSC "Conexus Baltic Grid" shares, or have voted "For" the reorganisation of JSC "Latvijas Gāze" on the extraordinary meeting of shareholders of 2 September 2016, are eligible to participate in the foundation meeting.

We hereby point out that the Articles of Association of the company to be established need to be approved with at least three fourths of votes present at the meeting. Moreover, if the Articles of Association get approved, all the shareholders included in the Initial Register will acquire shareholding in the established JSC "Conexus Baltic Grid", even if they have not been present in the foundation meeting.

Conversely, those founding members who have voted "Against" the Articles of Association have rights to request, within two months after the reorganisation takes effect, that the established company redeem their shares for a consideration in accordance with the Commercial Law.

Founding members have rights to participate in the meeting in person or by mediation of their legal representatives or authorised persons. Upon registration, persons included in the Initial Register of shareholders shall present a passport or other personal identification document. Representatives and authorised persons of shareholders shall present a passport or other personal identification document upon registration as well as submit a written power of attorney of the represented shareholder (a form of written power of attorney is also available in the Internet resources), while lawful representatives of legal entities shall also present a document certifying their powers (an excerpt from the Commercial Register or the like).

Within 7 days after the notification is published or 5 days after the notification is received, founding members representing at least 1/20 of the founding joint stock company's share capital have rights to require the institution, which convenes the shareholders' meeting, to include

additional items in the agenda of the meeting. The additional issues of the agenda together with the draft resolutions on the issues, or an explanation on the issues where no resolution is planned for adoption, shall be submitted to the institution which convenes the shareholders' meeting.

If a shareholder submits a written requisition to the Management Board at least 7 days before the shareholders' meeting, the Management Board shall give him the required information on the issues included in the agenda at least 3 days before the shareholders' meeting. Upon request of shareholders, the Management Board shall provide to the shareholders' meeting information about the company's economic situation to such an extent as necessary to objectively review and adopt a resolution on the respective issue on the agenda.

A shareholder or a group of shareholders have rights to nominate own candidates to the Council subject to a provision that, when dividing the voting capital represented by such shareholder or group of shareholders by the number of nominated candidates, each nominee should have no less than five per cent of the voting capital represented in the meeting of shareholders. Each candidate nominated in this manner is included in the electoral list of the Council members. We would like to urge you to nominate the candidates to the Council in due time and inform the JSC "Latvijas Gāze" Management Board thereof by 5 December 2016. According to the existing regulation, the candidates to the Council should submit a written application and a copy of a personal identification document, as well as provide additional information – given name, surname, date and place of birth, education, work experience covering at least three previous years, valid positions in other companies, the shareholding in JSC "Conexus Baltic Grid", as well as a digital photo (to be sent to IR@lg.lv).

The founding members of JSC "Conexus Baltic Grid" can get acquainted with the draft resolutions, to be posted immediately after received or included in the Agenda, in the Internet resources. Shareholders may arrive in person to get acquainted with the materials as well as give their suggestions and proposals on the Agenda:

• 1) starting from 17 November till 21 December 2016 at the premises of JSC "Latvijas Gāze", 20 Vagonu street, Riga, Latvia on business days from 10.00 a.m. till 16.00 p.m., by arranging an appointment on the previous business day by calling at +371 67369144 or by writing an e-mail to IR@lg.lv;
• 2) at the Registration of Shareholders on the meeting day.

At the moment of dispatching the notification the total number of shares of JSC "Conexus Baltic Grid" in the Initial Register of shareholders and total number of voting shares is 39,786,089.

We hereby request that you fill in the attached form with the shareholder's data and send it to JSC "Latvijas Gāze", to enable us to pay you dividends in the future. The form is also available on the JSC "Latvijas Gāze" website under Company Reorganisation. You are requested to send the forms filled in electronic format to info@akcionari.lg.lv.

Management Board of Joint Stock Company "Latvijas Gāze"

Joint Stock Company "Latvijas Gāze"	All basic documents are available on the	More information:
Unified registration No. 40003000642	JSC "Latvijas Gāze" website www.lg.lv	Vinsents Makaris
Legal address: 20 Vagonu street , Riga,	under Company Reorganisation	phone +371 67 369 144,
LV-1009		IR@lg.lv