Shareholder and Shareholders' Meeting

The annual report of the JSC “Augstsprieguma tīkls” group (hereinafter also – the Group) and JSC “Augstsprieguma tīkls” (hereinafter also – the Company) for 2025 has been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.

The 2025 annual report includes general information on the Group and the Company, the management report, the non-financial report, the financial statements: the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the cash flow statement, the notes thereto, as well as the auditor’s report.

Pursuant to Section 56 of the Financial Instrument Market Law, the annual report includes the consolidated non-financial report as well as the corporate governance report. The consolidated non-financial report is included in the 2025 sustainability report, which forms part of the management report.

1. To determine that the portion of the profit of JSC “Augstsprieguma tīkls” for 2025 to be paid out in dividends shall amount to EUR 13,647,437 (thirteen million six hundred forty-seven thousand four hundred thirty-seven euros). The remaining portion of the profit, EUR 5,848,901 (five million eight hundred forty-eight thousand nine hundred one euros), shall be allocated to increasing the share capital of JSC “Augstsprieguma tīkls”.

2. To instruct the Management Board of JSC “Augstsprieguma tīkls” to prepare draft documents related to the increase of the share capital of JSC “Augstsprieguma tīkls” and, in accordance with Section 91, Paragraph one, and Section 94, Paragraph one, Clause 9 of the Law on Governance of Capital Shares of Public Entity and Management of Capital Companies Thereof, to submit the matter for consideration by the shareholders’ meeting.

In accordance with the profit or loss statement of JSC “Augstsprieguma tīkls” (hereinafter also – AST or the Company) for 2025, the Company’s profit for the reporting year 2025 amounts to EUR 19,496,338, including profit from participation in JSC “Conexus Baltic Grid” (hereinafter also – Conexus) in the amount of EUR 13,345,914, which corresponds to the dividends received from Conexus in 2025, and profit from the provision of electricity transmission system services in the amount of EUR 6,150,424.

Taking into account Clause 3 of Cabinet Regulation No. 72 of 25 January 2022 “Procedures for Forecasting, Determining and Making Payments for the Use of State Capital”, the minimum portion of profit payable as dividends is set at 64% of the profit of the capital company for the reporting year, unless otherwise provided for in the medium-term operational strategy of the capital company (hereinafter – the strategy).

In accordance with the medium-term operational strategy of the Augstsprieguma tīkls Group for 2021–2025, it is planned to pay out 64% of the profit for 2025 in dividends.

Meanwhile, pursuant to Section 23 of the Law “On the State Budget for 2026 and the Budget Framework for 2026, 2027 and 2028”, the AST dividend payment in 2026 (for the reporting year 2025) is set at 70% of the profit for the reporting year, but not less than EUR 5,716,200.

Having assessed the above circumstances, the amount to be paid out in dividends is 70% of AST’s profit for 2025, i.e., EUR 13,647,437.

Taking into account the significant planned investments in the transmission system, it is advisable to allocate the remaining portion of the profit, EUR 5,848,901, to increasing the share capital of JSC “Augstsprieguma tīkls”.

In addition, it should be taken into account that it is necessary to increase the share of equity in the balance sheet. Over the last four years, the Company’s equity ratio in the balance sheet has decreased from 51% as of 31 December 2021 to 37% as of 31 December 2025. In the Company’s Financial Risk Management Policy, the equity ratio threshold is set at ≥35%, and in the covenants of commercial banks and financial institutions at ≥25%.

Information on the achievement of the financial and non-financial targets (hereinafter also – the Targets) set out in the medium-term operational strategy of the Augstsprieguma tīkls Group for 2021–2025 (hereinafter also – the Strategy) and in the Work Plan of JSC “Augstsprieguma tīkls” (hereinafter also – AST or the Company) for 2025 is provided in accordance with Cabinet Regulation No. 95 of 9 February 2016 “Procedures for Evaluating the Performance Results and Financial Indicators of a Capital Company in Which the State Has Decisive Influence” (hereinafter also – the Regulation) and the Coordination Centre Guidelines of 1 June 2016 for evaluating performance results in capital companies in which the State has decisive influence. The achievement of the Targets has been assessed taking into account external circumstances affecting AST.

Assessing the achievement of the financial targets set in the Strategy and the Work Plan for 2025, it can be concluded that they have been achieved.

Assessing the achievement of the non-financial targets, it can be concluded that they have been achieved.

When assessing the achievement of the non-financial targets, it was emphasised that in 2025 the Company primarily directed resources towards achieving the strategic objective of the Republic of Latvia – synchronisation with Continental Europe. As a result of extensive work, the objective was successfully implemented almost one year earlier than initially planned. The high quality of the work is confirmed by the international recognition received – the annual project award of the US institute “Project Management Institute”.

Assessing the financial and non-financial targets set for AST, it can be concluded that the Company operated in 2025 in accordance with the approved work plan, achieving the targets set therein.

On the auditor for the audit of the annual report and sustainability report of JSC “Augstsprieguma tīkls” for 2026.

To appoint SIA “KPMG Baltics”, registration No. 40003235171, as the auditor of the consolidated annual report of the Augstsprieguma tīkls Group and the annual report of JSC “Augstsprieguma tīkls” for 2026, setting the total remuneration for the auditor at EUR 54,635.00 (fifty-four thousand six hundred thirty-five euros and 00 cents), excluding VAT.

In accordance with Section 18 of the Accounting Law, JSC “Augstsprieguma tīkls” (hereinafter also – AST) must prepare an annual report for each reporting year. Pursuant to Section 91 of the Law on Annual Statements and Consolidated Annual Statements, AST is required to carry out an annual audit of the annual report, engaging an independent sworn auditor.

Pursuant to Section 4 of the Law on Sustainability Disclosures, as well as Section 56 of the Financial Instrument Market Law, AST is obliged, simultaneously with the consolidated annual report for 2026, to publish a consolidated non-financial statement (hereinafter also – the consolidated sustainability report). As a result of the procurement procedure, by Decision No. 52/13/2024 of the Management Board of AST dated 20 March 2024 “On auditor services for the audit of the annual report, consolidated annual report and sustainability report of JSC “Augstsprieguma tīkls” for 2024–2026”, Clause 1 of the operative part, SIA “KPMG Baltics” was recognised as the winner of the price survey “Auditor services for the audit of the annual report, consolidated annual report and sustainability report of JSC “Augstsprieguma tīkls” for 2024–2026 and the audit of the annual report of JSC “Conexus Baltic Grid” for 2024–2026”.

1. To recall Līga Rozentāle from the position of Supervisory Board member of JSC “Augstsprieguma tīkls” effective 31 December 2025 (last day of the term of office).

2. To elect Juris Zīvarts [..] to the position of Supervisory Board member of JSC “Augstsprieguma tīkls”, determining the term of office from 1 January 2026 until the date when candidates for work on the Supervisory Board of JSC “Augstsprieguma tīkls” are nominated in accordance with Sections 31 and 108 of the Law on Governance of Capital Shares of Public Persons and Capital Companies and a decision is taken on the election of these candidates to the Supervisory Board of JSC “Augstsprieguma tīkls”, but no longer than one year, i.e. until January 1, 2027.

[..]

The shareholder of JSC "Augstsprieguma tīkls" (AST) – the Ministry of Climate and Energy – will organise an open competition in 2026 to appoint two members to the AST Supervisory Board. While the competition is being conducted, interim board members will serve on the Supervisory Board to ensure that the required competencies are maintained. 

Alongside the Chair of the AST Supervisory Board, Olga Bogdanova, Juris Zīvarts will serve on the Supervisory Board for the duration of the competition from January 1, 2026, replacing Līga Rozentāle.

The shareholder, in cooperation with an executive search company, has commenced work on preparing a public competition for both vacant Supervisory Board member positions in order to ensure the necessary competencies on the AST Supervisory Board. 

Information on the public application procedure for the vacant Supervisory Board member positions will be available in the vacancy database of the State Employment Agency, as well as on the websites of the Ministry of Climate and Energy and AST.

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

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

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

3. To approve the Articles of Association of JSC “Augstsprieguma tīkls” in a new wording.

4. To determine that the decisions referred to in paragraphs 1-3 of the shareholders' meeting shall enter into force on January 1, 2026.

5. To instruct the Management Board of JSC “Augstsprieguma tīkls” to submit to the Register of Enterprises the documents related to the share capital increase and amendments to the Articles of Association.

6. To instruct the Supervisory Board of JSC “Augstsprieguma tīkls” to ensure that the number of Management Board members corresponds to that prescribed in the Articles of Association.

Continuing the improvement of the management efficiency of the JSC "Augstsprieguma tīkls" (AST), initiated under the supervision of the Ministry of Climate and Energy, a reduction in the number of members of the AST Management Board from five to four is planned as of 01.01.2026. This necessitates corresponding amendments to the company’s Articles of Association. More detailed information is available at: https://www.ast.lv/en/events/continuing-asts-management-efficiency-measures-number-management-board-members-reduced-five

The rules for increasing the share capital have been prepared to ensure the implementation of the task set out in the AST Shareholders’ Meeting decision of 25.04.2025 (Minutes No. 2, Section 2), which determined that the portion of AST profit for 2024 to be paid out as dividends amounts to EUR 10,391,040, while the remaining profit of EUR 4,373,411 is to be allocated to increasing AST’s share capital. At the same time, the AST Management Board was instructed to prepare draft documents related to the increase of AST’s share capital and, in accordance with Section 91, Paragraph 1, and Section 94, Paragraph 1, Clause 9 of the Law on the Governance of Capital Shares and Capital Companies of Public Persons, submit the relevant matters for consideration by the shareholders’ meeting.

About the auditor's services for the audit of the 2024 annual report, consolidated annual report and sustainability report of JSC ''Augstsprieguma tīkls''

1. To amend the decision of the Shareholders' Meeting of JSC ''Augstsprieguma tīkls'' of April 26, 2024 "On the auditor for the audit of the 2024 annual report, consolidated annual report, and sustainability report of JSC "Augstsprieguma tīkls"" and to express it in a new wording:

"To elect SIA "KPMG Baltics", registration No. 40003235171, as the auditor of the consolidated financial statements of the Augstsprieguma tīkls Group and the 2024 annual report of JSC "Augstsprieguma tīkls", determining the total remuneration for the auditor in the amount of EUR 61,500.00 (sixty-one thousand five hundred euros and 00 cents), excluding VAT.”

The 2024 annual report of AST, as well as the Consolidated sustainability report of the Augstsprieguma tīkls group, were for the first time prepared in accordance with the requirements of the CSRD Directive – Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (hereinafter – the CSRD Directive). With the introduction of the CSRD Directive requirements, reporting obligations changed significantly, resulting in a substantial increase in the workload of both AST employees and the auditors of SIA KPMG Baltics (hereinafter – KPMG) in preparing and auditing the report.

The increase of EUR 10,000 (excluding VAT) constitutes 6% of the total audit service fee over a three-year period, or 19% of the 2024 service fee. The above necessitated amendments to the AST Shareholders’ Meeting decision of 26.04.2024 (Minutes No. 1, Section 4) “On the auditors for the 2024 financial statements, consolidated financial statements, and sustainability report of AS Augstsprieguma tīkls,” by expressing it in a new wording.

On the composition of the Supervisory Board of JSC “Augstsprieguma tīkls”

On the implementation of efficiency measures

1. To take note of the information provided regarding the implementation of efficiency measures at JSC “Augstsprieguma tīkls”. To instruct the Management Board of JSC “Augstsprieguma tīkls” to implement the governance efficiency measures by 1 December 2025 and to prepare and submit the necessary documents to the Shareholders’ Meeting of JSC “Augstsprieguma tīkls”.

[..]

1.    To resolve that a portion of the profit of AS “Augstsprieguma Tīkls” for the financial year 2024 in the amount of EUR 10,391,040 (ten million three hundred ninety-one thousand and forty euros) shall be distributed as dividends. The remaining profit in the amount of EUR 4,373,411 (four million three hundred seventy-three thousand four hundred and eleven euros) shall be allocated towards an increase of the share capital of AS “Augstsprieguma Tīkls”.

2.    To instruct the Management Board of AS “Augstsprieguma Tīkls” to prepare draft documents related to the increase of the share capital of AS “Augstsprieguma Tīkls” and to submit the matter for consideration at the Shareholders' Meeting in accordance with Section 91, Paragraph One, and Section 94, Paragraph One, Clause 9 of the Law on Governance of Capital Shares and Capital Companies of a Public Person.

1.To recall Roberts Ikaunieks and Inga Liepa from the positions of members of the Audit Committee of JSC "Augstsprieguma tīkls".

2.    To elect to the positions of two independent members of the Audit Committee of JSC "Augstsprieguma tīkls":

   2.1.    Roberts Ikaunieks, [..], term of office from March 31, 2025, to March 31, 2028 (inclusive).

   2.2.    Inga Liepa, [..], term of office from March 31, 2025 to March 31, 2028 (inclusive).

3. To elect JSC "Augstsprieguma tīkls" Supervisory Board Member Olga Bogdanova, [..],  as a member of the Audit Committee of JSC "Augstsprieguma tīkls" for the term of office from March 31, 2025, to March 31, 2028 (inclusive), but no longer than until the end of the term of office of a Member of the Supervisory Board of JSC "Augstsprieguma tīkls".

[..]

1. To approve the terms and conditions for an increase in the fixed capital of Joint Stock Company Augstsprieguma tīkls (Annex 1 on 2 (two) pages).

2. To approve the amendments to the Articles of Association of Joint Stock Company Augstsprieguma tīkls (Annex 2 on 1 (one) page).

3. To approve the new wording of the Articles of Association of Joint Stock Company Augstsprieguma tīkls (Annex 3 on 2 (two) pages).

4. To assign the Board of Joint Stock Company Augstsprieguma tīkls to submit documents related to the increase in fixed capital and amendments to the Articles of Association to the Register of Enterprises.

1. To appoint the following persons to positions as Augstsprieguma tīkls Supervisory Board Members:

1.1. Olga Bogdanova, [..], setting a term of office from 31 December 2024 to 30 December 2029 (inclusive);

1.2. Līga Rozentāle, [..], setting a term of office from 31 December 2024 until the date, when candidate for jobs with the AS Augstsprieguma tīkls Supervisory Board have been nominated according to the procedures of Sections 31 and 108 of the Law on Governance of Capital Shares of a Public Entity and Management of Capital Companies Thereof and a decision has been made regarding the appointment of this candidate to the AS Augstsprieguma tīkls Supervisory Board. Upon the recall of this Supervisory Board Member from her position, no recall support or any other type of compensation will be received.

[..]

1. To take note of the AS Augstsprieguma tīkls 2025 draft budget.

2. To assign the AS Augstsprieguma tīkls Board to revise the AS Augstsprieguma tīkls 2025 budget in accordance with the provisions of Section 82 of the Budget Law, and to submit the approved AS Augstsprieguma tīkls 2025 budget to the shareholder of AS Augstsprieguma tīkls.

3.

Regarding  Joint Stock Company Augstsprieguma tīkls donation procedures

1. The share of the profit of JSC "Augstsprieguma tikls" for the year 2023 in the amount of 10 117 120 euros (ten million one hundred seventeen thousand one hundred twenty euros) should be paid out as dividends. The remaining part of the profit of 1 105 196 euros (one million one hundred five thousand one hundred ninety-six euros) should be directed for the increase of the share capital of JSC "Augstsprieguma tikls".

2.To assign the board of JSC "Augstsprieguma tikls" to present the draft documents and issues related to the increase of the share capital of JSC "Augstsprieguma tikls" in accordance with the Law on the Management of Capital Shares of Public Persons and Capital Companies, Section 91, Paragraph 1 and Section 94, Paragraph 9, for consideration at the shareholders' meeting.

1. The share of the profit of JSC "Augstsprieguma tikls" for the year 2022 in the amount of 7,033,805 euros (seven million thirty-three thousand eight hundred and five euros) should be paid out as dividends. The remaining part of the profit of 3,956,516 euros (three million nine hundred and fifty-six thousand five hundred and sixteen euros) should be directed for the increase of the share capital of JSC "Augstsprieguma tikls".

2. To assign the board of JSC "Augstsprieguma tikls" to present the draft documents and issues related to the increase of the share capital of JSC "Augstsprieguma tikls" in accordance with the Law on the Management of Capital Shares of Public Persons and Capital Companies, Section 91, Paragraph 1 and Section 94, Paragraph 9, for consideration at the shareholders' meeting.

1. To recall Ivars Blumberg and Aigars Ģērmanis from the positions of members of the Audit Committee of JSC "Augstsprieguma tīkls".

2. To elect as independent members of the Audit Committee of JSC "Augstsprieguma tīkls":

2.1. Roberts Ikaunieks, [..], term of office from March 8, 2023 to March 7, 2026 (including).

2.2. Ivars Blumbergs, [..], term of office from March 8, 2023 to March 7, 2026 (including).

3. To elect JSC "Augstsprieguma tikls" Council Member Aigars Ģērmanis as a member of the Audit Committee of JSC "Augstsprieguma tikls" for the term of office from March 8, 2023 to March 7, 2026 (included).

[..]

1. To note that Andris Puriņš, [..], is leaving the position of member of the Audit Committee of AS "Augstsprieguma tīkls" as of December 31, 2022 (the last day of authorization).

2. To instruct the board of AS "Augstsprieguma tīkls" to ensure that within three months from the day when Andras Puriņ's statement was received, a meeting of shareholders is convened to decide on the election of a new member of the Audit Committee of AS "Augstsprieguma tīkls", thus ensuring that the Audit Committee has appropriate members number.

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.

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.

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.

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.

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. [..]

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

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.

[..]

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.

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.

[..]

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).

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

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.

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.

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.