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Teksts
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Time and venue: 09:00, Ministry of Climate and Energy, 165 Latgales Street, Riga.
| No. |
Item under consideration |
Resolution |
Justification |
| 1. |
On the consolidated annual report of the Augstsprieguma tīkls Group and the annual report of JSC “Augstsprieguma tīkls” for 2025. |
To approve the consolidated annual report of the Augstsprieguma tīkls Group and the annual report of JSC “Augstsprieguma tīkls” for 2025. |
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.
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| 2. |
On the distribution of the profit of JSC “Augstsprieguma tīkls”. |
- 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”.
- 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.
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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%.
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| 3. |
On the performance of the work plan and targets of JSC “Augstsprieguma tīkls” for 2025. |
To take note of the performance of the work plan and targets for 2025, as clarified at the shareholders’ meeting. |
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.
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| 4. |
On the auditor for the audit of the annual report and sustainability report of JSC “Augstsprieguma tīkls” for 2026.
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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.
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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”.
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| 5. |
Other matters.
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Voting: The resolution was adopted unanimously (“for” – with 401 033 657 shares).
About AS Augstsprieguma tīkls
AST is Latvia's power transmission system operator, which ensures continuous, secure and sustainably efficient power transmission throughout Latvia. Its vision is to become the region's leading transmission system operator, which implements development-oriented changes efficiently and successfully. AST owns 68.46% of shares in the natural gas transmission and storage system operator AS Conexus Baltic Grid.
For further information, please contact:
Līva Jēgere, Head of Communications, Phone: +371 26151344. E-mail: liva.jegere@ast.lv
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