NOT TO BE RELEASED, PUBLISHED OR DISTRIBUTED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED SATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
On 30 October 2025, the Management Board of Latvenergo AS approved the Base Prospectus of Latvenergo AS EUR 1,000,000,000 Euro Medium Term Note Programme (the Programme). On the same date the competent authority of the Grand Duchy of Luxembourg, Commission de Surveillance du Secteur Financier, has approved the Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129 (please see attached). Terms not defined herein have the meaning given to them in the Base Prospectus.
The notes will be issued in Series, and each Series may be issued in Tranches. The specific terms of each Tranche will be completed via the applicable Final Terms, which will be approved separately by Latvenergo AS.
Latvenergo AS has mandated BNP PARIBAS and J.P. Morgan SE as Arrangers and Dealers of the Programme, and Skandinaviska Enskilda Banken AB (publ) and Luminor Bank AS, represented within the Republic of Lithuania by Luminor Bank AS Lithuanian branch as Dealers.
In addition, Latvenergo AS has prepared a Programme Factsheet for the Programme detailing the use of proceeds principles and eligibility criteria for both Green Notes and European Green Bonds. The Issuer has received the Pre-Issuance Review Report from Sustainable Fitch, confirming that (i) in relation to Green Notes, such Green Notes are aligned with the International Capital Market Association Green Bond Principles (GBP) and (ii) in relation to European Green Bonds, such European Green Bonds are aligned with the Regulation (EU) 2023/2631 on European Green Bonds, the GBP and the Regulation (EU) 2020/852 on EU Taxonomy. The European Green Bonds Factsheet and the Pre-Issuance Review Report are available here.
Disclaimer
IMPORTANT: You must read the following before continuing. The following notice applies to the Base Prospectus, whether received by email, accessed from an internet page or otherwise received as a result of electronic communication, and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Base Prospectus. By accessing, downloading, reading or otherwise making available to yourself any content of the Base Prospectus you confirm that you have read, understand and agree to comply with and be bound by all of the restrictions set forth in the Base Prospectus.
The Base Prospectus comprises a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017. The Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sale of Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The Base Prospectus is not directed at or accessible by persons located in any jurisdiction where the offer or sale of Notes is not permitted. In particular, any Notes that may be referred to in the Base Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, pledged or otherwise transferred in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Notes in bearer form may also be subject to U.S. tax law requirements.
Latvenergo AS and any authorised offerors or intermediaries do not represent that the Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by Latvenergo AS or authorised offerors or any other intermediary, which would permit a public offering of any Notes or distribution of the Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither the following materials nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons who wish to access the Base Prospectus must inform themselves about, and observe, any such restrictions on the distribution of the Base Prospectus and the offering and sale of any Notes that may be referred to in the Base Prospectus. In particular, there are restrictions on the distribution of the Base Prospectus and the offer or sale of Notes in the United States, Canada, the United Kingdom, Switzerland, Singapore and Japan and in the Member States of the European Economic Area to the extent the Base Prospectus has not been passported to such State within the European Economic Area.
THIS BASE PROSPECTUS OR ANY PART THEREOF OR ANY OTHER DOCUMENTS RELATING TO THE BASE PROSPECTUS MAY NOT BE PASSED ON OR DISTRIBUTED IN THE UNITED STATES.
Additional information:
Jānis Irbe
Group Treasurer
Phone: +371 29 453 897
E-mail: investor.relations@latvenergo.lv
About Latvenergo
Latvenergo Group is one of the leading energy suppliers in the Baltics operating in electricity and thermal energy generation and trade, natural gas trade and electricity distribution services. Latvenergo AS has been acknowledged as the most valuable company in Latvia for several times. International credit rating agency Moody's has assigned Latvenergo AS an investment-grade credit rating of Baa2/stable.
Latvenergo Group is comprised of the parent company Latvenergo AS (generation and trade of electricity and thermal energy, trade of natural gas) and subsidiaries - Sadales tīkls AS (electricity distribution), Elektrum Eesti OÜ (trade of electricity and natural gas, development of solar and wind parks in Estonia), Elektrum Lietuva UAB (trade of electricity and natural gas, development of solar and wind parks in Lithuania), Elektrum Next LT UAB (development of solar and wind parks), Elektrum Next SIA (development of solar and wind parks), Laflora Energy SIA (development of wind park), DSE Aizpute Solar SIA (development of solar park), Latvijas vēja parki SIA (development of wind parks), Telšiu vejo parkas, UAB (development of wind park in Lithiania), Enerģijas publiskais tirgotājs AS (administration of mandatory electricity procurement process) and Liepājas enerģija SIA (generation and trade of thermal energy, electricity generation). All shares of Latvenergo AS are owned by the state and held by the Ministry of Economics of the Republic of Latvia.