Shareholder and Shareholders' Meeting

Shareholder

The owner of all AST shares is the Ministry of Finance of the Republic of Latvia (100%). The Cabinet of Ministers exercises the competence of AST’s Shareholder. Th shareholder implements the governance of AST together with the Shareholders' Meeting, the Board and the Supervisory Board within the competence specified in the Law on Governance of Capital Shares of a Public Person and Capital Companies. The representative of the State’s share makes decisions within the competence of the AST Shareholders’ Meeting.

The Cabinet of Ministers takes decisions within the competence of the AST Shareholder on the acquisition, continuation and termination of the state in AST, on the need to acquire or terminate the participation and decisive influence, as well as on granting permission to the subsidiaries and dependent companies of AST to acquire participation in another company.

Shareholders' Meeting

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During the Shareholders’ Meeting, the interests of the shareholder of AST are represented by the State Secretary of the Ministry of Finance or another official of the Ministry appointed by the order of the State Secretary, who has all the rights, duties and responsibilities of the shareholder’s representative provided by the law.

The AST Shareholders’ Meeting makes decisions within the competence specified in the Governance Law.

The internal regulations issued by the Ministry of Finance determine the procedure by which the Ministry of Finance organises the governance of state capital shares in order to ensure a coordinated and predictable governance system of state capital shares and cooperation between the Ministry of Finance as the holder of state capital shares and capital companies.  

+Agenda of the Extraordinary Meeting of Shareholders of 3 November 2022 and decisions made

Time and place of the meeting: At 12:00, in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

On the increase of the share capital of AS Augstsprieguma tīkls and amendments to the Articles of Association

1. To approve the regulations for increasing the share capital of AS Augstsprieguma tīkls.

2 To approve amendments to the Articles of Association of AS Augstsprieguma tīkls.

3. To approve the new version of the Articles of Association of AS Augstsprieguma tīkls.

4. To assign the Board of AS Augstsprieguma tīkls to submit to the Register of Enterprises the documents related to the increase of the share capital and amendments to the Articles of Association.

2

Other issues

Other issues are not considered.

Voting: The decisions were made unanimously (“for” – with 365,895,957 shares). 

+Announcement of the extraordinary shareholders' meeting of JSC "Augstsprieguma tīkls" on November 3, 2022

According to the decision of the Board of AS "Augstsprieguma tīkls" of October 17, 2022 No. 206/67/2022, an extraordinary meeting of shareholders of AS "Augstsprieguma tīkls" has been convened on November 3, 2022 at 12:00 in the premises of the Ministry of Finance of the Republic of Latvia, Riga, Smilšu Street 1, with the following agenda:

1. On the increase of the share capital of AS Augstsprieguma tīkls and amendments to the Articles of Association.

2. Other issues.

+Agenda of the regular Meeting of Shareholders of 29 April 2021 and decisions made

Time and place of the meeting: At 14:00, in the premises of the Ministry of Finance, Smilšu Street 1, Riga.

No.

Issue to be considered

Decision

1.

Regarding the consolidated report of Augstsprieguma tīkls Group and annual report of JSC Augstsprieguma tīkls for 2021

To approve the consolidated annual report of Augstsprieguma tīkls Group and annual report of JSC Augstsprieguma tīkls for 2021.

2.

Regarding the use of the profit of JSC Augstsprieguma tīkls of 2021

1. To determine that the share of profit of JSC Augstsprieguma tīkls for 2021 in the amount of 29,143,118 euros (twenty-nine million one hundred and forty-three thousand one hundred and eighteen euros) shall be paid in dividends. The remaining part of the profit of 25,702,577 euros (twenty-five million seven hundred and two thousand five hundred and seventy-seven euros) shall be directed to the increase of the share capital of JSC Augstsprieguma tīkls, to necessary investments, including the provision of the Synchronisation Project with the Continental European Network.

2. To assign the board of JSC Augstsprieguma tīkls to develop the draft documents related to increasing the equity capital of JSC Augstsprieguma tīkls and to submit the issue, in accordance with Section 91, paragraph one and Section 94, paragraph one, Clause 9 of the Law on Governance of Capital Shares of a Public Person and Capital Companies, for discussion in the meeting of shareholders.

3.

Regarding fulfilment of the work plan and goals of JSC Augstsprieguma tīkls for 2021

To acknowledge the fulfilment of the work plan and goals for 2021 and send them to the Ministry of Industry and the Cross-Sectoral Coordination Centre for an opinion.

4.

Regarding the auditor for audit of the annual report of JSC Augstsprieguma tīkls, consolidated report and sustainability report of 2022

1. To increase the remuneration due to the auditor of the annual report for 2021, the consolidated annual report, the sustainability report of JSC Augstsprieguma tīkls – SIA PricewaterhouseCoopers – for the audit of the 2021 annual report, the consolidated annual report, the sustainability report of JSC Augstsprieguma tīkls by EUR 18,000 (eighteen thousand euros), determining the total remuneration of the auditor of JSC Augstsprieguma tīkls for the annual report for 2021 – SIA PricewaterhouseCoopers, registration No. 40003142793 – up to EUR 51,500 (fifty-one thousand five hundred euros), excluding VAT.

2. To elect SIA PricewaterhouseCoopers, registration No. 40003142793, as the auditor of the consolidated report of Augstsprieguma tīkls Group and annual report of JSC Augstsprieguma tīkls for 2022, determining the total remuneration for the auditor up to EUR 58,400 (fifty eight thousand and four hundred euros), excluding VAT.

5.

Other issues

Voting: The decisions were made unanimously (“for” – with 365,895,957 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 2 February 2022 and decisions made

Time and place of the meeting: at At 14:00, in the premises of the Ministry of Finance, Smilšu Street 1, Riga.

No.

Issue to be considered

Decision

1.

On changes in the composition of the Supervisory Board of AS Augstsprieguma tīkls

1. To take formal note that Madara Melne, a Member of the Supervisory Board of AS Augstsprieguma tīkls, with the application of 25 January 2022 has resigned from the position of a Member of the Supervisory Board of AS Augstsprieguma tīkls as of January 26, 2022.

2. To instruct the Board of AS Augstsprieguma tīkls to prepare and submit the necessary documents for the change of composition of the Supervisory Board of AS Augstsprieguma tīkls for registration in the Enterprise Register of the Republic of Latvia.

2.

On the election of members of the Audit Committee of AS Augstsprieguma tīkls

 

1. To take formal note that Madara Melne, a Member of the Audit Committee of AS Augstsprieguma tīkls, with the application of 25 January 2022 has resigned from the position of a Member of the Audit Committee of AS Augstsprieguma tīkls as of January 26, 2022.

2. To recall Andris Puriņš, personal identification code: [..], and Ivars Blumbergs, personal identification code: [..] from the positions of two independent members of the Audit Committee of AS Augstsprieguma tīkls.

3. To elect two independent members of the Audit Committee of AS Augstsprieguma tīkls:

3.1. Andris Puriņš, personal identification code: [..] determining the term of office from 2 February 2022 to 1 February 2025 (inclusive).

3.2 Ivars Blumbergs, personal identification code: [..] determining the term of office from 2 February 2022 to 1 February 2025 (inclusive).

4. To elect Aigars Ģērmanis, the Member of the Supervisory Board of AS Augstsprieguma tīkls, as a Member of the Audit Committee of AS Augstsprieguma tīkls, determining the term of office from 2 February 2022 to 1 February 2025 (inclusive).

5. To determine that the amount of the previously determined monthly remuneration for the members of the Audit Committee of AS Augstsprieguma tīkls re-elected in the second paragraph of this decision shall be maintained, [..]. Remuneration for the performance of the duties of a member of the Audit Committee of AS Augstsprieguma tīkls is not determined for Aigars Ģermanis.

6. [..]

3.

On the establishment of the Baltic Regional Coordination Centre

To take formal note of the report on the establishment of the Baltic Regional Coordination Centre.

 

4.

Other issues

-

Voting: The decisions were made unanimously (“for” – with 365,895,957 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 29 December 2021 and decisions made

Time and place of the meeting: At 13:00, in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

On the Budget of AS Augstsprieguma tīkls for 2022 and Long-term Financial Management Plan of AS Augstsprieguma tīkls

1. To take note of the Budget of AS Augstsprieguma tīkls for 2022.

2 To take note of the Long-term Financial Management Plan of AS Augstsprieguma tīkls.

[..]

2

On approval of the procedure for leasing and letting of real estate of AS Augstsprieguma tīkls in a new version

On approval of the procedure for leasing and letting of real estate of AS Augstsprieguma tīkls in a new version.

3.

Restricted access information.

Restricted access information.

4

Other issues

Other issues are not considered.

Voting: The decisions were made unanimously (“for” – with 365,895,957 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 22 September 2021 and decisions made

Time and place of the meeting: At 14:00, in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

On the increase of the share capital of AS Augstsprieguma tīkls and amendments to the Articles of Association

1. To approve the regulations for increasing the share capital of AS Augstsprieguma tīkls.

2 To approve amendments to the Articles of Association of AS Augstsprieguma tīkls.

3. To approve the new version of the Articles of Association of AS Augstsprieguma tīkls.

4. To assign the Board of AS Augstsprieguma tīkls to submit to the Register of Enterprises the documents related to the increase of the share capital and amendments to the Articles of Association.

2

On adoption of AS Augstsprieguma tīkls Audit Committee Regulations

To adopt AS Augstsprieguma tīkls Audit Committee Regulations .

3

On the election of members of the Audit Committee of AS Augstsprieguma tīkls

1. To elect two independent members of the Audit Committee of AS Augstsprieguma tīkls:

1.1 Andris Puriņš, personal identification code: [..] determining the term of office from 22 September 2021 to 21 September 2024 (inclusive).

1.2 Ivars Blumbergs, personal identification code: [..] determining the term of office from 22 September 2021 to 21 September 2024 (inclusive).

2. To elect Madara Melne, the member of the Supervisory Board of AS Augstsprieguma tīkls, as a member of the Audit Committee of AS Augstsprieguma tīkls, determining the term of office from 22 September 2021 to 21 September 2024 (inclusive). Remuneration for the performance of the duties of a member of the Audit Committee of AS Augstsprieguma tīkls is not determined.

[..]

4

Other issues

Other issues are not considered.

Voting: The decision was made unanimously (“for” – with 363,896,079 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 9 August 2021 and decisions made

Time and place of the meeting: At 13:00, in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1.

Regarding the issue of the bonds of AS Augstsprieguma tīkls

1. To perform the issue of transferable debt securities (bonds) of AS Augstsprieguma tīkls (including by making a public offering of bonds) with registration of bonds in Nasdaq CSD SE and listing in the Baltic Bond List of Nasdaq Riga AS for the total amount of up to EUR 160,000,000 (one hundred sixty million euros).

2. To authorise the Board of AS Augstsprieguma tīkls to take all necessary actions to ensure the issuance process of transferable debt securities (bonds) of AS Augstsprieguma tīkls, including, but not limited to:

2.1 The Board of AS Augstsprieguma tīkls shall approve the base prospectus of the bond issue of AS Augstsprieguma tīkls, as well as the final terms of the bond issue, any other documents, and agreements related to and necessary for the bond issue of AS Augstsprieguma tīkls, as well as any of the amendments and additions to the above-mentioned documents;

2.2 By the decision of the Board of AS Augstsprieguma tīkls, to determine the characteristics of the bond issue of JAS Augstsprieguma tīkls, including, but not limited to, the issue amount not exceeding EUR 160,000,000 (one hundred sixty million euros), maturity and coupon rate, as well as to decide on amendments, if necessary;

2.3 To determine that the said authorisations are valid until 30 June 2022.

3. To instruct the Supervisory Board of AS Augstsprieguma tīkls to implement the supervisory function for the implementation of Paragraphs 1 and 2 of the Decision, including to determine the financial conditions for the issue of debt securities (bonds).

 

2

Regarding the Medium-term Operation Strategy of Augstsprieguma tīkls Group for 2021–2025

To take a note of the Medium-term Operation Strategy of Augstsprieguma tīkls Group for 2021–2025

 

3

Other issues

Restricted access information.

Voting: The decision was made unanimously (“for” – with 363,896,079 shares).

+Agenda of the regular Meeting of Shareholders of 28 May 2021 and decisions made

Time and place of the meeting: At 10:00 AM in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

Regarding the consolidated report of Augstsprieguma tīkls Group and annual report of JSC Augstsprieguma tīkls for 2020

To approve the consolidated report of Augstsprieguma tīkls Group and annual report of JSC Augstsprieguma tīkls for 2020.

2

Regarding the use of the profit of JSC Augstsprieguma tīkls of 2020

1. To determine that the share of profit of JSC Augstsprieguma tīkls for 2020 in the amount of 7 999 514 euros (seven million nine hundred and ninety-nine thousand five hundred and fourteen euros) shall be paid in dividends, including the payment of 6 399 611 euros for the use of state capital and 1 599 903 euros of the corporate income tax. To transfer the remaining part of the profit 1,999,878 euros (one million nine hundred and ninety-nine thousand eight hundred and seventy-eight euros) for increase of the equity capital of JSC Augstsprieguma tīkls.

2. To assign the board of JSC Augstsprieguma tīkls to develop the draft documents related to increase the equity capital of JSC Augstsprieguma tīkls and to submit the issue, in accordance with Section 91, Paragraph one and Section 94, Paragraph one, Clause 9 of the Law on Governance of Capital Shares of a Public Person and Capital Companies for discussion in the meeting of shareholders.

3

Regarding fulfilment of the work plan and goals of JSC Augstsprieguma tīkls for 2020

To accept for knowledge the fulfilment of the work plan and goals of 2020 and assessment of the performance of goals “very good”, to send it to the ministry of the industry and Cross-Sectoral Coordination Centre for providing an opinion.

4

Regarding the auditor for audit of the annual report of JSC Augstsprieguma tīkls, consolidated report and sustainability report of 2021

To elect SIA PricewaterhouseCoopers, registration No. 40003142793, as the auditor of the consolidated report of Augstsprieguma tīkls Group and annual report of JSC Augstsprieguma tīkls for 2021, determining the total remuneration for the auditor up to EUR 33,500.00 (thirty-three thousand and five hundred euros), excluding VAT.

5

Regarding approval amendments to the Articles of Association of JSC Augstsprieguma tīkls and the new wording of the Articles of Association

1. To approve amendments to the Articles of Association of JSC Augstsprieguma tīkls.

2. To approve the Articles of Association of JSC Augstsprieguma tīkls in the new wording.

3. To assign the Board of the JSC Augstsprieguma tīkls to submit to the Register of Enterprises the documents related to amendments to the Articles of Association.

6

Other issues

Other issues are not considered.

Voting: The decision was made unanimously (“for” - with 363 896 079 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 21 December 2020 and decisions made

Time and place of the meeting: At 09:00 AM in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

Regarding the budget of JSC Augstsprieguma tīkls for 2021, capital investment plan of JSC Augstsprieguma tīkls for 2021 and work plan and targets of JSC Augstsprieguma tīkls for 2021.

To approve for knowledge the budget of JSC Augstsprieguma tīkls for 2021, capital investment plan of JSC Augstsprieguma tīkls for 2021 and work plan and targets of JSC Augstsprieguma tīkls for 2021.

2

Other issues

-

Vote: The decision was made unanimously (“for” - with 363 896 079 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 24 August 2020 and decisions made

Time and place of the meeting: At 10:00 AM in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

Regarding the JSC Augstsprieguma tīkls medium-term operation strategy for 2020–2025

To approve for knowledge the JSC Augstsprieguma tīkls medium-term operation strategy for 2020-2025.

Voting: The decision was made unanimously (“for” – with 363,896,079 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 18 August 2020 and decisions made

Time and place of the meeting: At 09:00 AM in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

Regarding reorganization of JSC Augstsprieguma tīkls and approval of the reorganization agreement of JSC Augstsprieguma tīkls and JSC Latvijas elektriskie tīkli

1. To reorganize JSC Augstsprieguma tīkls by a merger, by adding to it as the acquiring company the JSC Latvijas elektriskie tīkli, registration number: 40103379313, (company to be merged).

2. To approve the Reorganization Agreement of JSC Augstsprieguma tīkls and JSC Latvijas elektriskie tīkli in accordance with the draft reorganization agreement signed on 2 July 2020.

3. To assign the Board of JSC Augstsprieguma tīkls to sign the Reorganization Agreement of JSC Augstsprieguma tīkls and JSC Latvijas elektriskie tīkli, to ensure the performance of the duties of the acquiring company determined in the Reorganization Agreement and to perform registration of reorganization in the Register of Enterprises, including to prepare, sign and submit the application to the Register of Enterprises and other necessary documents, as well as in case of need to make amendments to the documents to be submitted to the Register of Enterprises.

Voting: The decision was made unanimously (“for” – with 363,896,079 shares).

+Agenda of the Extraordinary Meeting of Shareholders of 15 June 2020 and decisions made

Time and place of the meeting: At 12:30 AM in the premises of the Ministry of Finance, Smilšu iela 1, Riga.

No.

Issue to be considered

Decision

1

Restricted access information

Restricted access information

Voting: The decision was made unanimously (“for” – with 363,896,079 shares).

+Agenda of the regular Meeting of Shareholders of 29 May 2020 and decisions made

Time and place of the meeting: at 09:00 AM in the premises of the Ministry of Finance at Smilšu iela 1, Riga, by using the possibilities of remote connection.

 

Issue to be considered

Decision

1

Regarding the separate annual report of JSC Augstsprieguma tīkls 2019

To approve the separate annual report of JSC Augstsprieguma tīkls 2019.

2

Regarding the use of the profit of JSC Augstsprieguma tīkls of 2019

To determine that the share of profit of JSC Augstsprieguma tīkls for 2019 in the amount of 1735 958 euros (one million seven hundred thirty five thousand ninety fifty eight euros ) shall be paid in dividends, including the payment of 1388766 euros for the use of state capital and 347 192 euros of the corporate income tax. The remaining part of the profit of EUR 4,115,963 (four million one hundred and fifteen thousand nine hundred and sixty-three euros ) shall be used to cover the accumulated losses, while EUR 1,215,053 (one million two hundred and fifteen thousand and fifty-three euros) shall be transferred to the reserves of JSC Augstsprieguma tīkls for further development.

3

Regarding fulfilment of the work plan and goals of JSC Augstsprieguma tīkls of 2019

To accept for knowledge the performance of the work plan and goals of 2019 and to send to the ministry of the industry and Cross-Sectoral Coordination Centre for providing an opinion.

4

Regarding the auditor for audit of the annual report of JSC Augstsprieguma tīkls and sustainability report of 2020

To elect SIA Deloitte Audits Latvia, registration No. 40003606960, as the auditor of the annual report of JSC Augstsprieguma tīkls and sustainability report of 2020, determining the total remuneration for the auditor up to EUR 24,850 (twenty-four thousand eight hundred and fifty euros), excluding VAT.

5

Other issues

 

Voting: The decision was made unanimously (“for” – with 363,896,079 shares).