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.

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.

Time and place: 09:00 Ministry of Climate and Energy, Latgales Street 165, Riga.

No. pc.
Issue under consideration
Decision
1.
On the increase of the share capital and amendments to the Articles of Association of JSC "Augstsprieguma tīkls"

 
To approve the regulations for increasing the share capital of JSC "Augstsprieguma tīkls".
To approve amendments to the Articles of Association of JSC "Augstsprieguma tīkls".
To approve the Articles of Association of JSC “Augstsprieguma tīkls” in a new wording.
To determine that the decisions referred to in paragraphs 1-3 of the shareholders' meeting shall enter into force on January 1, 2026.
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.

 
2.
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.”

Vote: Decisions adopted unanimously ('for' - with 396 660 246 shares).

About JSC "Augstsprieguma tīkls"

AST, the Latvian electrical power transmission system operator, ensures uninterrupted and secure transmission of electricity throughout Latvia. Its vision is to become the leading transmission system operator in the region through the efficient and successful implementation of development-oriented changes. AST has 68.46% shareholding in the capital of the operator of the natural gas transmission and storage system JSC “Conexus Baltic Grid”.

For further information, please contact:

Līva Jēgere,

Head of Communications,

Phone: +371 26151344.

E-mail: liva.jegere@ast.lv