Resolutions of the Annual General Meeting of AS Tallinna Sadam
April 25 2024 - 10:05AM
Resolutions of the Annual General Meeting of AS Tallinna Sadam
The annual general meeting of AS Tallinna Sadam
(hereinafter: Tallinna Sadam) was held on 25 April 2024 at 14.00 in
the cruise terminal at Old City Harbour (Logi street 4/2,
Tallinn).
The notice on calling the annual general meeting
was published on 4 April 2024 in the stock exchange information
system, on Tallinna Sadam website
https://www.ts.ee/en/investor/agm/ and in the daily newspaper
“Postimees”. The list of shareholders entitled to participate at
the annual general meeting was fixed as of 18 April 2024 at the end
of the business day of the Nasdaq CSD settlement system.
A total of 67 shareholders participated and were
represented at the meeting, with their corresponding shares
representing a total of 183 308 771 votes. This means 69,70%
of the votes determined by shares were represented at the meeting.
Shareholders who voted before the general meeting are considered to
be participating in the general meeting, and the votes represented
by the shares owned by the shareholder are included in the quorum
of the general meeting.
The annual general meeting of the shareholders
of AS Tallinna Sadam resolved:
1. Approval of the Annual Report
2023
With 183,283,678 i.e. 99.99% votes in favour, to
approve the Annual Report 2023 of AS Tallinna Sadam, as presented
to the general meeting.
2. Profit allocationWith
183,300,926, i.e. 99.996% votes in favour, to approve the profit
distribution proposal of 2023 of AS Tallinna Sadam as
follows:2.1. To approve the net profit of the financial
year of 2023 in the amount of 15,882,328 euros and the retained
earnings (including 2023 profit) of 47,323,521
euros.2.2. Transfer to statutory capital reserve
446,084 euros.2.3. To pay dividends to the shareholders
0.073 euros per share, in the total amount of 19,199,000 euros.
The list of shareholders entitled to receive
dividends will be established as at 10.05.2024 at the end of the
business day of the settlement system. Consequently, the day of
change of the rights related to the shares (ex-dividend date) is
set to 09.05.2024. From that day the person acquiring the shares
will not have the right to receive dividends for the financial year
2023. Dividends shall be disbursed to the shareholders on
17.05.2024.
3. Election of members of the
Nomination Committee of AS Tallinna SadamWith 183,285,496,
i.e. 99.99% votes in favour, to extend the powers of European Bank
for Reconstruction and Development (EBRD) and AS SEB Varahaldus,
the representatives of minority shareholders of the Nomination
Committee of AS Tallinna Sadam, for the next five years.
The Nomination Committee has five members,
including two representatives of minority shareholders and three
representatives of the Republic of Estonia (majority
shareholder).The representatives of the Republic of Estonia in the
Nomination Committee are based on positions and are:
- Chairman of the Appointments Committee for the appointment of
members of supervisory boards of State-owned companies, Annika
Uudelepp;
- Secretary-General of Ministry of Finance, Merike Saks;
- Secretary-General of the Ministry of Climate, Keit
Kasemets.
The European Bank for Reconstruction and
Development is represented by Tomas Kairys.AS SEB Varahaldus is
represented by Gert Vilms.
4. Determination of remuneration for the
members of the Nomination CommitteeWith 183,285,968, i.e.
99.99% votes in favour, to determine a remuneration for the members
of the Nomination Committee of AS Tallinna Sadam for participating
on the meetings of the Nomination Committee as follows:
4.1.1.to the member of the Nomination Committee,
200 euros per meeting 4.1.2.to the chairman of the Nomination
Committee, 300 euros per meeting;4.1.3. the remuneration is paid by
the 10th of the month following the meeting(s);4.1.4.according to
section 801 subsection 6 of the State Assets Act, the members of
the Nomination Committee arising from their position, are not
remunerated for participating in the meetings of the Nomination
Committee.
5. Approval of the
shareholders’ expectations of AS Tallinna
Sadam With 183,296,071, i.e. 99.99%
votes in favour, to approve the shareholders’ expectations of AS
Tallinna Sadam as presented to the general meeting.
Pursuant to section 88 subsection 71 of the
State Assets Act and clause 4.2.5.4 of AS Tallinna Sadam Articles
of Association, the general meeting is competent to establish the
owners’ expectations of AS Tallinna Sadam.
The materials of the general meeting are
available at Tallinna Sadam web page
https://www.ts.ee/en/investor/agm/ to which we will add the minutes
of the general meeting no later than May 2 and the video recording
in Estonian and English by May 8.
Tallinna Sadam is one of the largest cargo- and
passenger port complexes in the Baltic Sea region. In addition to
passenger and freight services, Tallinna Sadam group also operates
in shipping business via its subsidiaries – OÜ TS Laevad provides
ferry services between the Estonian mainland and the largest
islands, and OÜ TS Shipping charters its multifunctional vessel
Botnica for icebreaking and offshore services in Estonia and
projects abroad. Tallinna Sadam group is also a shareholder of an
associate AS Green Marine, which provides waste management
services.
Additional information:
Andrus AitChief Financial OfficerTel. +372 526
0735a.ait@ts.ee