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.
