Notice of calling the extraordinary general meeting of the shareholders 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 extraordinary general meeting of the shareholders of the Company on 19 December 2024 at 09.00 (EEST) at Enefit Green’s head office (Lelle 22, Tallinn).
The meeting will be held in Estonian.
The list of shareholders entitled to participate at the general meeting will be established 7 (seven) days before the general meeting, i.e. on 12 December 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. 19 December 2024 at 08.30 and ends at 08.55. 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 General Meeting also in case all required information is contained in another document assessed as suitable by the Company.
Before the extraordinary 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 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 16 December 2024 at 16.00 (EEST). A shareholder may use the proxy form available on the Company 's website at enefitgreen.ee/en/investorile
According to the resolution of the Supervisory Board of the Company dated 22 November 2024, the agenda of the extraordinary general meeting and the proposals of the Supervisory Board to the shareholders are as follows:
1. Election of an independent member of the Supervisory Board
Draft resolution:
1.1 Elect Karin Madisson as a member of the Supervisory Board of Enefit Green AS, with a mandate for a term of 3 (three) years effective from 19 December 2024.
1.2 Remuneration of the members of the Supervisory Board of Enefit Green AS shall be in accordance with minutes (section 7.4) of Enefit Green Annual General Meeting of 14 May 2024.
The materials of the general meeting, the draft resolution 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.
The information required by §-s 2941 of the Commercial Code is published on the website of the Company 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.
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 4 December 2024 to the e-mail address 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 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 16 December 2024 at the latest.
As the agenda of the 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 General Meeting.
Additional information:
Sven Kunsing
Head of Financial Communications
investor@enefitgreen.ee
enefitgreen.ee/en/investorile
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