Resolutions of the annual general meeting of Enefit Green AS
The annual general meeting of the shareholders of Enefit Green
AS (hereinafter the Company) (registry code 11184032, located at
Lelle 22, 11318 Tallinn, Harju county, Estonia) was held on 14
May 2024 at 13.00 (EEST) at Fotografiska Tallinn
(Telliskivi 60a-8, Tallinn).
The notice of calling the general meeting was published on 22
April 2024 in the stock exchange information system, on Company's
website and on 23 April 2024 in the daily newspaper Postimees. The
list of shareholders entitled to vote at the general meeting was
determined on 7 May 2024 at the end of the business day of the
settlement system of Nasdaq CSD (Estonia).
107 shareholders participated at the meeting representing
215,735,710 votes or 81.63% of total share capital of the
Company
The general meeting discussed and adopted following
resolutions:
1. Address of the Chairman of the Supervisory
Board
There was no voting carried out under that point of the
agenda.
2. Approval of the Annual Report 2023
Resolution: To approve the 2023 annual report of Enefit Green AS
as presented to the general meeting.
The resolution was adopted by 215,733,935 votes, representing
100.00% of the votes represented at the meeting.
3. Approval of the remuneration report of the Management
Board for the financial year 2023
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.
The resolution was adopted by 214,174,701 votes, representing
99.28% of the votes represented at the meeting.
4. Distribution of profit
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.
The resolution was adopted by 215,724,511 votes, representing
99.99% of the votes represented at the meeting.
5. Appointment of the auditor
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.
The resolution was adopted by 215,693,397 votes, representing
99.98% of the votes represented at the meeting.
6. Amendment to Articles of Association
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.
The resolution was adopted by 215,700,742 votes, representing
99.98% of the votes represented at the meeting.
7. Changes in the Supervisory Board
composition
Resolutions:
7.1 Recall Raine Pajo from the Supervisory Board of Enefit Green
AS.
The resolution was adopted by 214,742,658 votes, representing
99.54% of the votes represented at the meeting.
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.
The resolution was adopted by 213,300,570 votes, representing
98.87% of the votes represented at the meeting.
7.3 Extend the mandate of Erkki Raasuke as independent member of
the Supervisory Board of Enefit Green AS for the next 3-year period
from the end of his current mandate, i.e. until 21 October
2027.
The resolution was adopted by 214,709,958 votes, representing
99.52% of the votes represented at the meeting. Minority
shareholders registered at the meeting were representing 11,804,305
votes. Of these votes 10,778,553 or 91.31% voted for this
resolution.
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.
The resolution was adopted by 214,676,854 votes, representing
99.51% of the votes represented at the meeting.
8. Approval of the Nomination Policy
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 resolution was adopted by 215,644,611 votes, representing
99.96% of the votes represented at the meeting.
The minutes of the general meeting shall be made available to
the shareholders not later than within 7 days from the date of the
general meeting on Company's website.
Further information:Sven KunsingHead of Financial
Communicationsinvestor@enefitgreen.eeenefitgreen.ee/en/investorile