Notice of calling the annual general meeting of Enefit Green AS
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 24 May 2023 at 13.00 (EEST) at Kai Art Centre (Peetri 12, 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 17 May 2023, 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. 24 May 2023 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:
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;
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 email@example.com 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 19 May 2023 at 16.00 (EEST). A shareholder may use the proxy form available on the Company's website at enefitgreen.ee/investorile
According to the resolution of the Supervisory Board of the Company dated 21 April 2023, 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 2022
Draft resolution: To approve the 2022 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 2022
Draft resolution: To approve the remuneration report of the Management Board of Enefit Green AS in 2022 as an annex to the annual report as presented to the general meeting.
4. Distribution of profit
4.1 Distribute the net profit of Enefit Green AS for the financial year 2022 in the amount of 110,207 thousand euros as follows:
4.1.1. Pay out 54,969 thousand euros (0.208 euros per share) in dividends.
4.1.2. Transfer 2,297 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 52,941 thousand euros to the retained earnings of previous periods.
4.2 The list of shareholders entitled to receive dividends will be established on 08 June 2023 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 07 June 2023; from this date onwards, the person acquiring the shares is not entitled to receive dividends for the financial year 2022. Dividends will be paid out to the shareholders on 15 June 2023.
5. Recalling of the members of the Supervisory Board
Due to the changes in the Management Board of Eesti Energia AS, Hando Sutter and Andri Avila should be recalled from the Supervisory Board of Enefit Green AS.
Draft decision: Recall Hando Sutter and Andri Avila from the Supervisory Board of Enefit Green AS.
6. Election of the members of the Supervisory Board
Due to the changes in the Management Board of Eesti Energia AS, elect Andrus Durejko and Marlen Tamm as members of the Supervisory Board of Enefit Green AS.
Draft resolution: To elect Andrus Durejko and Marlen Tamm as members of the Supervisory Board of Enefit Green AS, with a mandate of 3 (three) years from the adoption of this decision.
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/investorile.
The information required by § 2941 of the Commercial Code is published on the website of the Company enefitgreen.ee/investorile.
A shareholder can ask questions about the topics on the agenda by sending the relevant questions to the e-mail address firstname.lastname@example.org.
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 09 May 2023 to the e-mail address email@example.com 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 firstname.lastname@example.org 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 21 May 2022 at the latest.
As the agenda of the AGM includes a decision which is the basis for the election and removal of members of the supervisory board, and the minutes of the general meeting must be notarized, a notary shall also participate in the AGM.
Head of Financial Communications