Resolutions of the Annual General Meeting of Shareholders of Aktsiselts Infortar
Aktsiaselts Infortar (registry code 10139414, seat and address Liivalaia 9, 10118 Tallinn), held its Annual General Meeting of Shareholders (hereinafter the General Meeting) on 20 May 2024 at 11:00 (Estonian time) at the conference centre of Tallink SPA & Conference Hotel at Sadama 11a, Tallinn.
52 shareholders were registered as attending at the Annual General Meeting of Shareholders, who owned 18,685,543 votes/shares (the amount of represented share capital 1,868,554.30 EUR), forming 88,28% of Aktsiaselts Infortar share capital. Resolutions adopted at the meeting: 1. Approve the 2023 Annual Report of Aktsiaselts Infortar submitted by the Management Board In favour of the resolution voted 100% of the votes represented at the meeting (18,685,527 votes). 2. Approve the following proposal for the distribution of profit submitted by the Management Board of Aktsiaselts Infortar: 2.1. Approve the net profit for 2023 in the amount 293,830 thousand euros; 2.2 Pursuant to section 11 of the articles of association of Aktsiaselts Infortar, enter an additional 7,145.11 euros in the statutory legal reserve; 2.3 Pay the Shareholders dividend 3 euros per share. Dividend shall be paid in two parts as follows: 2.3.1. 1.5 euros per share shall be paid to the Shareholders who have been entered in the list of Shareholders on 3 June 2024 at the end of the business day of the settlement system of the securities registrar (record-date). Consequently, the day of change of the rights related to the shares (ex-date) is 31 May 2024. Dividend shall be paid to the Shareholders on 12 June 2024 by transfer to the bank account of the Shareholder; 2.3.2. 1.5 euros per share shall be paid to the Shareholders who have been entered in the list of Shareholders on 3 December 2024 at the end of the business day of the settlement system of the securities registrar (record-date). Consequently, the day of change of the rights related to the shares (ex-date) is 2 December 2024. Dividend shall be paid to the Shareholders on 12 December 2024 by transfer to the bank account of the Shareholder. In favour of the resolution voted 100.00% of the votes represented at the meeting (18,685,542 votes). 3. Due to the expiry of the term of authorisation of the Member of the Supervisory Board Toivo Ninnas on 20 February 2025, to extend the authorisation of Toivo Ninnas as the Member of the Supervisory Board for the next 5-year term as of 21 February 2025. In favour of the resolution voted 93,17% of the votes represented at the meeting (17,409,820 votes). 4. Approve the issue of Options to members of the Supervisory Board of Aktsiaselts Infortar under the Option Plan and the conclusion of share option agreements with them as follows: 4.1. Member of the Supervisory Board of Aktsiaselts Infortar Enn Pant has the right to acquire 6000 share options (which gives the right to acquire 6000 shares of Aktsiaselts Infortar) for the 4th year of the Option Plan (period 1 July 2024-1 July 2025). 4.2. Member of the Supervisory Board of Aktsiaselts Infortar Kalev Järvelill has the right to acquire 6000 share options (which gives the right to acquire 6000 shares of Aktsiaselts Infortar) for the 4th year of the Option Plan (period 1 July 2024-1 July 2025). 4.3. Member of the Supervisory Board of Aktsiaselts Infortar Toivo Ninnas has the right to acquire 6000 share options (which gives the right to acquire 6000 shares of Aktsiaselts Infortar) for the 4th year of the Option Plan (period 1 July 2024-1 July 2025). 4.4. Member of the Supervisory Board of Aktsiaselts Infortar Mare Puusaag has the right to acquire 6000 share options (which gives the right to acquire 6000 shares of Aktsiaselts Infortar) for the 4th year of the Option Plan (period 1 July 2024-1 July 2025). 4.5. Authorise the Chairman of the Management Board of Aktsiaselts Infortar Ain Hanscshmidt to conclude the share option agreements with the above Supervisory Board members and to issue the above amount of share options on the terms provided in the Option Plan. In favour of the resolution voted 100% of the votes represented at the meeting (16,639,500 votes). 5. To appoint the company of auditors KPMG Baltics OÜ to conduct the audit of Aktsiaselts Infortar in the financial year 2024 and to remunerate the work according to the audit contract to be concluded with the auditor. In favour of the resolution voted 100% of the votes represented at the meeting (18,685,479 votes). Infortar operates in six countries, the company's main fields of activity are energy, maritime transport, and real estate. Infortar owns a 46,7% stake in AS Tallink Grupp, a 100% stake in AS Eesti Gaas and a versatile and modern real estate portfolio of approx. 113,000 m2. In addition to the three main areas of activity, Infortar also operates in construction and mineral resources, agriculture, printing, taxi business and many other areas. A total of 103 companies belong to the Infortar group: 48 subsidiaries, 5 affiliated companies and 50 subsidiaries of affiliated companies. Excluding affiliates, Infortar employs 1,325 people. Additional information:
Kadri Laanvee
Investor Relations Manager
e-mail: kadri.laanvee@infortar.ee
phone: +372 5156662
https://infortar.ee/en/investor
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