Latvijas Gaze — Proxy Solicitation & Information Statement 2024

Feb 8, 2024

Joint Stock Company "Latvijas Gāze" Extraordinary shareholders' meetings of February 22, 2024 UPDATED DRAFT RESOLUTIONS (including the 12 candidates of members of the Supervisory Council to 11 Supervisory Council member positions and 3 candidates of the Audit Committee members to 3 the Audit Committee member positions proposed by shareholders)

• 1. On the Articles of Association of the Joint Stock Company "Latvijas Gāze" in the new wording and on the selection of the central securities depository in which to record the shares of the joint stock company "Latvijas Gāze"
• 1) To approve the articles of association of the joint stock company "Latvijas Gāze" in the new wording (annex).
• 2) To determine that dematerialized shares of the joint stock company "Latvijas Gāze" are to be recorded in the central securities depository Nasdaq CSD SE, registration number: 40003242879, legal address: Vaļņu street 1, Riga, Latvia, LV-1050.
• 3) Authorize the Management Board joint stock company "Latvijas Gāze" to make corrections if necessary, as well as to sign documents and perform other actions necessary for the registration of the new wording the Articles of Association in the Commercial Register and Nasdaq CSD SE.

2. The Supervisory Council elections and determination of remuneration for the Supervisory Council.

• 1) Taking into account notifications of the members of the Supervisory Council of the joint stock company "Latvijas Gāze" Nikolas Merigo Cook, Ēriks Atvars and Hanss Peter Florens regarding resigning from the position of a member of the Supervisory Council, in accordance with the ninth paragraph of Article 296 of the Commercial Law, to release Oliver Giese, Matthias Kolenbach, Elena Mikhailova, Kirill Seleznev, Vitaly Khatkov, Yury Ivanov, Juris Savickis, Oleg Ivanov from position of a member of the Supervisory Council.
• 2) In accordance with the proposals submitted by the shareholders to elect in the position of a member of the Supervisory Council of the joint stock company "Latvijas Gāze" for a period of three years, determining the beginning of the term of office of the Supervisory Council on February 22, 2024:
  • 1. Valentin Bluger,
• 1. Nikolai Dorofeyev,
• 1. Guntars Reidzāns,
• 1. Edgars Buncis,
• 1. Matthias Kolenbach,
• 1. Oliver Giese,
• 1. Christian Janzen
• 1. Elena Mikhailova,
• 1. Yury Ivanov,
• 1. Kirill Seleznev,
• 1. Vitaly Khatkov
• 1. Kirill Neyimin.
• 3) To set the monthly remuneration for the duties at the Supervisory Council of the Joint Stock Company "Latvijas Gāze" for the Chairman of the Supervisory Council in the amount of EUR 4 268, for the Vice-Chairmen of the Supervisory Council in the amount of EUR 3 557 and for the members of the Supervisory Council in the amount of EUR 2 845.

3. Election of the Audit Committee and determination of remuneration for the Audit Committee.

• 1) To release Anton Beļevitin, Anita Kaņepa and Juris Savickis from the position of the Audit Committee member of joint stock company "Latvijas Gāze".
• 2) In accordance with the proposals of shareholders to elect the Audit Committee of the joint stock company "Latvijas Gāze" in the composition of three members for a period of three years, determining the beginning of the term of office on February 22, 2024:
  • 1. Anton Belevitin;
  • 1. Janis Meziels;
  • 1. Mark Maizenberg.
• 3) Set the remuneration of each member of the Audit Committee at 10,000 euros per year after taxes.

Riga, 8 February 2024

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