Adoption of a shareholders' resolution without convening a meeting
This draft shareholders’ resolution of ELMO Rent AS (registry code 12994939, the Company) has been published on 2 May 2022 as a stock exchange announcement and on 3 May 2022 in the publication Eesti Päevaleht with the purpose of adopting in accordance with § 2991 of the Commercial Code the following resolution of the shareholders without convening a meeting:
1. Appointment of the auditor for the financial year 2021
Draft resolution:
To replace the Company’s current auditor Grant Thornton Baltic OÜ (registry code 10384467) and to appoint Assertum Audit OÜ (registry code 10990446) as the auditor of the Company for the financial year 2021.
To determine the remuneration of the auditor in accordance with the agreement to be concluded with the auditor and to authorise the Company’s management board to conclude the respective agreement with the auditor. The management board is entitled to determine the terms and conditions of the auditor’s agreement at its own discretion, keeping in mind the interests of the Company.
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The draft resolution and other information subject to disclosure pursuant to law are published on the website of the Company https://elmorent.ee/yldkoosolek.
Questions regarding the draft resolution, voting and other organisational issues should be submitted to the Company's e-mail address koosolek@elmorent.ee no later than by 8 May 2022 at 16.00. Questions, answers and the adopted resolution shall be published on the Company’s website.
Procedure and instructions for voting
The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 9 May 2022 at the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on draft resolutions only by electronic means or by submitting a paper vote as follows:
(i) the voting will be open from 10.00 on 3 May 2022 until 10.00 on 16 May 2022 (GMT+2);
(ii) the voting ballot form prepared for voting is available at https://elmorent.ee/yldkoosolek where it can be filled in and the completed document for signing can be downloaded;
(iii) for electronic voting, the shareholder or its representative shall complete the voting ballot form in accordance with the instructions therein, signs it digitally (using an ID card, digital ID or Mobile ID); and forwards the digitally signed voting ballot to the e-mail address koosolek@elmorent.ee by the deadline specified in clause (i) above;
(iv) for paper voting, the shareholder or its legal or authorised representative shall complete the voting ballot in accordance with the instructions therein, sign it on paper and send the scanned voting ballot to the e-mail address koosolek@elmorent.ee and the original voting ballot to the Company's head office at Tartu mnt 84a, 10112 Tallinn, Harju County, so that it arrives no later than 10.00 (GMT+2) on 16 May 2022;
(v) if the voting ballot is completed by an authorised representative of a shareholder, in addition to the voting ballot, the original of the relevant power of attorney (in electronic or paper form) shall be provided by the time specified in clause (iv) above. The form of the power of attorney is available at https://elmorent.ee/yldkoosolek;
(vi) if the voting ballot is filled in by a foreign legal entity, in addition to the voting ballot (and power of attorney, if applicable), a printout of the registration card of the respective foreign legal entity showing the foreign persons entitled to represent the legal person shall be provided in the form and by the time indicated in clause (iv) above.
Pursuant to § 2991 (2) of the Commercial Code, if a shareholder does not state within the specified term whether the shareholder is for or against the resolution, the shareholder shall be deemed to have voted against the resolution.
The management board shall publish the voting results on 17 May 2022, the management board shall draft a voting record on the voting results following the requirements of § 2991 (4) of the Commercial Code and publishes it on the Company’s website in accordance with § 2991 (6) of the Commercial Code.
For more information, please contact:
Allan Leppikson
Management board member
E-mail: koosolek@elmorent.ee
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