Resolutions of the annual general meeting of Enefit Green AS
The annual general meeting of the shareholders of Enefit Green AS (hereinafter the Company) (registry code 11184032, located at Lelle 22, 11318 Tallinn, Harju county, Estonia) was held on 26 June 2025 at 16.00 (EEST) at Lelle 22, Tallinn).
The notice of calling the general meeting was published on 23 May 2025 in the stock exchange information system, on Company's website and on 24 May 2025 in the daily newspaper Postimees. The list of shareholders entitled to vote at the general meeting was determined on 19 June 2025 at the end of the business day of the settlement system of Nasdaq CSD (Estonia).
256,875,458 votes were represented at the meeting representing 97.20% of total share capital of the Company
The general meeting discussed and adopted following resolutions:
Amendment to the agenda of the meeting
The representative of AS Eesti Energia proposed to add item number 5 (On the formation of a voluntary financing reserve) to the agenda of the meeting. The proposal was adopted with 256,873,616 votes in favour, representing 100.00% of the votes represented at the meeting.
1. Approval of the Annual Report 2024
Resolution:
1.1 Approve the 2024 annual report of Enefit Green AS as presented to the general meeting.
1.2 Approve the 2024 remuneration report of the Management Board of Enefit Green AS as an annex to the annual report as presented to the general meeting.
The resolution was adopted by 256,875,357 votes in favour, representing 100.00% of the votes represented at the meeting.
2. Distribution of profit
Resolution:
The consolidated retained earnings of the Enefit Green AS as at 31 December 2024 were 236,502 thousand euros, including net profit for 2024 of 70,268 thousand euros.
2.1 Distribute the net profit of Enefit Green AS for the financial year 2024 in the amount of 70,268 thousand euros as follows:
2.1.1 Transfer 3,513 thousand euros to the mandatory reserve capital.
2.1.2 Transfer 66,755 thousand euros to the retained earnings of previous periods.
The resolution was adopted by 256,875,337 votes in favour, representing 100.00% of the votes represented at the meeting.
3. Takeover of shares belonging to minority shareholders for monetary compensation
Resolution:
3.1 To approve and carry out the takeover by Eesti Energia AS (registry code 10421629, address Lelle tänav 22, 11318 Tallinn) of the shares of Enefit Green AS belonging to the remaining shareholders of Enefit Green AS (hereinafter the "Minority Shareholders") pursuant to § 3631 and § 3637 of the Commercial Code on the following terms and conditions:
3.1.1 The remuneration to be paid to the minority shareholders is EUR 3.40 per share taken over;
3.1.2 The transfer of the Shares to be taken over from the Minority Shareholders to Eesti Energia AS and the transfer of the compensation to the Minority Shareholders will be arranged by the Registrar of Estonian Securities ("EVR") on the basis of an application by the Management Board of Enefit Green AS. The Management Board shall submit this application to EVR one month after the adoption of this resolution. The compensation shall be paid to the Minority Shareholders simultaneously with the transfer of the shares to Eesti Energia AS.
The resolution was adopted by 256,873,637 votes in favour, representing 100.00% of the votes represented at the meeting.
4. Termination of the listing of the Company's shares on the Nasdaq Tallinn Stock Exchange
Resolution:
4.1 To terminate the listing of the Company's shares on the stock exchange of Nasdaq Tallinn AS and to submit a respective application to the Listing and Supervision Committee of the Stock Exchange.
The resolution was adopted by 256,873,972 votes, representing 100.00% of the votes represented at the meeting.
5. Formation of the voluntary financing reserve (additional item in the agenda)
Resolution:
5.1 In accordance with the clause 11.1 of the Articles of Association, form a voluntary financing reserve in the amount of 100,000,000 (one hundred million) euros. Eesti Energia AS shall make a monetary contribution to the voluntary reserve within 3 (three) working days by transferring the said amount to the Company's bank account.
The resolution was adopted with 256,873,615 votes in favour, representing 100.00% of the votes represented at the general meeting.
The minutes of the general meeting shall be made available to the shareholders not later than within 7 days from the date of the general meeting on Company's website.
Further information:
Sven Kunsing
Head of Financial Communications
