The Management Board of Enefit Green AS (hereinafter the Company) (registry code
11184032, located at Lelle 22, 11318 Tallinn, Harju county, Estonia) calls the
annual general meeting of the shareholders of the Company on 14 May
2024 at 13.00 (EEST) at Fotografiska Tallinn (Telliskivi 60a-8, Tallinn).
A webcast of the meeting is also planned, the corresponding link to follow the
broadcast will be made publicly available on the Company's website. It is not
possible to ask questions or participate in voting via the webcast. The meeting
will be held in Estonian and simultaneous interpretation into English will be
provided on site.
The list of shareholders entitled to participate at the general meeting will be
established 7 (seven) days before the general meeting, i.e. on 7 May 2024, as at
the end of the business day of the settlement system of Nasdaq CSD (Estonia).
Registration of meeting participants begins at the place of the meeting on the
day of the meeting ie. 14 May 2024 at 12.00 and ends at 12.50. We kindly ask all
shareholders and their representatives to arrive as early as possible, taking
into account the time required for registration of participants.
At the registration for the general meeting, we kindly ask shareholders to
submit the following documents:
1. shareholders who are natural persons are required to submit their identity
document; representatives must also submit a valid written authorisation
document in Estonian or English;
2. legal representatives of shareholders who are legal persons are required to
submit their identity document; authorised representatives must also submit
a valid written authorisation document in Estonian or English. If the legal
person has not been registered in the Estonian Commercial Register, we
kindly request submission of a valid extract from the register in which the
legal person has been registered and under which the representative is
authorised to represent the shareholder (legal right of representation). The
extract must be prepared in English or translated into English by a sworn
translator or official equivalent to a sworn translator, be verified by a
notary, and be legalized or bear an apostille. If the authorisation of the
legal representative of a shareholder who is a legal person of a foreign
state is not evident from the extract of the Estonian Commercial Register,
the Company may register the shareholder who is a legal person of a foreign
state as a participant in the AGM also in case all required information is
contained in another document assessed as suitable by the Company.
Before the annual general meeting, we kindly ask the shareholder to notify of
the appointment of a representative of the Company or the withdrawal of the
authorisation granted to the representative by sending a corresponding digitally
signed power of attorney or a .pdf copy of the original power of attorney (the
original power of attorney must be submitted at the meeting) to the e-mail
address investor@enefitgreen.ee (mailto:investor@enefitgreen.ee) or by
delivering the original power of attorney in person on working days between
9.00 and 16.00 (EEST) to the address Lelle 22, 11318 Tallinn, no later than 9
May 2024 at 16.00 (EEST). A shareholder may use the proxy form available on the
Company's website at enefitgreen.ee/en/investorile
(https://enefitgreen.ee/en/investorile)
According to the resolution of the Supervisory Board of the
Company dated 18 April 2024, the agenda of the annual general meeting and the
proposals of the Supervisory Board to the shareholders are as follows:
1. Address of the Chairman of the Supervisory Board
2. Approval of the Annual Report 2023
Draft resolution: To approve the 2023 annual report of Enefit Green AS as
presented to the general meeting.
3. Approval of the remuneration report of the Management Board for the financial
year 2023
Draft resolution: To approve the 2023 remuneration report of the Management
Board of Enefit Green AS as an annex to the annual report as presented to the
general meeting.
4. Distribution of profit
The total retained earnings of the Enefit Green group as at 31 December 2023
were 223,718 thousand euros, including net profit for 2023 of 55,793 thousand
euros.
Draft resolution:
4.1 Distribute the net profit of Enefit Green AS for the financial year 2023 in
the amount of 55,793 thousand euros as follows:
4.1.1. Pay out 27,749 thousand euros (0.105 euros per share) as dividends.
4.1.2. Transfer 2,736 thousand euros to the mandatory reserve capital. Not to
make any allocations for other reserves prescribed by law or by the articles of
association.
4.1.3. Transfer 25,308 thousand euros to the retained earnings of previous
periods.
4.2 The list of shareholders entitled to receive dividends will be established
on 11 June 2024 at the end of the business day of the settlement system of
Nasdaq CSD (Estonia). Consequently, the day of change of the rights related to
the shares (ex-dividend date) is 10 June 2024; from this date onwards, the
person acquiring the shares is not entitled to receive dividends for the
financial year 2023. Dividends will be paid out to the shareholders on 18 June
2024.
5. Appointment of the auditor
Draft resolution:
5.1 Appoint AS PricewaterhouseCoopers (registry code 10142876) as the audit firm
of the Company for financial years 2024-2026, with Lauri Past and Toomas-Hendrik
Parts as responsible auditors.
5.2 Compensate the auditors according to the agreement to be signed between
Enefit Green AS and AS PricewaterhouseCoopers. The agreement shall be based on
the conditions specified in the tender and it should stipulate an option for AS
Enefit Green to extend the agreement to the financial years 2027 and 2028.
6. Amendment to Articles of Association
Draft resolution:
6.1 Change the clause 4.1.14 (a) of the Company's Articles of Association and
establish it in the following wording:
"the acquisition, transfer, or termination of shareholding in other companies or
waiver of acquisition of such shareholding, participation by the Company in any
other joint venture or partnership or other organisation, except membership in
professional associations;"
6.2 Approve Enefit Green AS Articles of Association with abovementioned
amendment.
7. Changes in the Supervisory Board composition
Draft resolution:
7.1 Recall Raine Pajo from the Supervisory Board of Enefit Green AS.
7.2 Elect Kristjan Kuhi as a member of the Supervisory Board of Enefit Green AS,
with a mandate for a term of 3 (three) years effective from the adoption of this
decision, i.e. until 14 May 2027.
7.3 Extend the mandates of Anne Sulling and Erkki Raasuke as independent members
of the Supervisory Board of Enefit Green AS for the next 3-year period from the
end of their current mandate, i.e. until 21 October 2027.
7.4 Set the remuneration paid to the independent members of the Supervisory
Board of Enefit Green AS at 1500 euros per month, effective from 23 October
2024.
8. Approval of the Nomination Policy
Draft resolution: Approve the Nomination Policy (for the nomination of the
candidates for the membership of the supervisory board of Enefit Green AS) as
presented to the general meeting.
The materials of the general meeting (incl. the annual report, the report of the
authorised auditor, the report of the Supervisory Board and the proposal for the
distribution of profits), the draft resolutions and other documents submitted to
the general meeting in accordance with the law can be viewed on the website of
the Company enefitgreen.ee/en/investorile
(https://enefitgreen.ee/en/investorile).
The information required by §-s 294
(https://www.riigiteataja.ee/akt/112032022012?leiaKehtiv#para294b1)(1)
(https://www.riigiteataja.ee/akt/112032022012?leiaKehtiv#para294b1) of the
Commercial Code is published on the website of the
Company enefitgreen.ee/en/investorile (https://enefitgreen.ee/en/investorile).
A shareholder can ask questions about the topics on the agenda by sending the
relevant questions to the e-mail address investor@enefitgreen.ee
(mailto:investor@enefitgreen.ee).
A shareholder has the right to receive information from the Management Board
about the activities of the Company at the general meeting. The Management Board
may refuse to provide information if there is reason to believe that this may
adversely affect the interests of the Company. If the Management Board of the
Company refuses to provide information, a shareholder may require the General
Meeting to decide on the lawfulness of the request or submit, within two weeks
from the date of the general meeting, an application to the court in petition
proceedings, to oblige the Management Board to disclose information.
Shareholders, whose shares represent at least 1/20 of the share capital of the
Company, may demand the inclusion of additional items to the agenda of the
general meeting, if the corresponding request together with the draft resolution
or justification has been submitted no later than 15 days before the general
meeting, i.e. no later than 29 April 2024 to the e-mail
address investor@enefitgreen.ee (mailto:investor@enefitgreen.ee) or to the
address: Enefit Green AS, Lelle 22, 11318 Tallinn, Estonia.
Shareholders, whose shares represent at least 1/20 of the share capital of the
Company, may submit to the Company a draft resolution on each agenda item, by
posting the draft to the e-mail address investor@enefitgreen.ee
(mailto:investor@enefitgreen.ee) or to the Company's location at Lelle
22, 11318 Tallinn, Estonia. The draft must be submitted in electronic form or by
post so that it would be delivered to and received by the Company no later than
3 days before the general meeting, i.e. by 11 May 2024 at the latest.
As the agenda of the annual general meeting includes a decision which is the
basis for the change in the composition of the supervisory board the minutes of
the general meeting must be notarized, therefore a notary shall also participate
in the annual general meeting.
Additional information:
Sven Kunsing
Head of Financial Communication
investor@enefitgreen.ee (mailto:investor@enefitgreen.ee)
enefitgreen.ee/en/investorile (https://enefitgreen.ee/en/investorile)
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