NOTICE OF CALLING THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
Dear Shareholder of Aktsiaselts
Infortar!
The Management Board of Aktsiaselts Infortar
(registry code 10139414, seat and address Liivalaia 9, 10118
Tallinn), hereby calls the Annual General Meeting of Shareholders
(hereinafter the General Meeting) to be held on
20 May 2024 at 11:00 (Estonian time) at the
conference centre of Tallink SPA & Conference Hotel at Sadama
11a, Tallinn.
The registration of Shareholders begins at
10:00.
The list of Shareholders entitled to participate
in the General Meeting shall be determined as at seven calendar
days before the general meeting is held, i.e. on 13 May
2024, at the end of the business day of the settlement
system of the registrar of the Estonian register of securities
(Nasdaq CSD) (date of fixation of the list).
In addition to participation at the General
Meeting, the Shareholders shall have the possibility to vote by
e‑mail before the General Meeting.
By its resolution of 24 April 2024, the
Supervisory Board of Aktsiaselts Infortar has determined the
following agenda for the General Meeting of Aktsiaselts Infortar.
The proposals of the Management Board and Supervisory Board
regarding the agenda items are presented as a draft resolution with
each agenda item and the Supervisory Board has made the proposal to
vote in favour of all the resolutions presented with each agenda
item:
1. Approval of the 2023
Annual
Report Approve the 2023 Annual
Report of Aktsiaselts Infortar submitted by the Management
Board
2. Deciding on the distribution of
profit 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.
3. Extension of the authorisation
of the Supervisory Board Member 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.
4. Issue of Options to members of
the Supervisory
Board under the Option Plan approved by
the resolution of the
General
Meeting of
Shareholders of 15 June 2021
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.
5. Appointment of an auditor for the
2024 financial year and the determination of the procedure of
remuneration of an auditor 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.
Review of the documents of the General
Meeting The documents related to the Annual General
Meeting of Aktsiaselts Infortar, the documents to be presented to
the General Meeting, including the drafts of the resolutions,
Annual Report of the financial year 2023 of Aktsiaselts Infortar,
the sworn auditor’s report, the proposal for the distribution of
profit, the Supervisory Board’s report on the 2023 Annual Report
and the substantiations presented by the Shareholders regarding
items on the agenda (if any are received) may be examined on the
website of Aktsiaselts Infortar at the address
www.infortar.ee/investorile and as annexed to the stock notice on
the website of the Tallinn Stock Exchange at the address
www.nasdaqbaltic.com until the date of holding the General Meeting
(included).
Shareholders may send any questions regarding
the items on the agenda to the e-mail address
investor@infortar.ee.
Rights of the Shareholders regarding the
agenda of the general meeting A Shareholder has the right
to receive information from the Management Board on the activities
of Aktsiaselts Infortar at the General Meeting of Aktsiaselts
Infortar. The Management Board may refuse to give information or to
present documents if there is a basis to presume that this may
cause significant damage to the interests of the public limited
company. In the event the Management Board refuses to give
information, a Shareholder may demand the General Meeting to decide
on the legality of his or her request or file, within two weeks
after the General Meeting, a petition to a court by way of
proceedings on petition in order to obligate the Management Board
to give information.
The Shareholders whose shares represent at least
1/20 of the share capital may demand the inclusion of additional
issues on the agenda of the Annual General Meeting if the
respective demand has been submitted no later than 15 days before
the General Meeting is held. The Shareholders whose shares
represent at least 1/20 of the share capital may submit to the
company a draft of the resolution in respect to each item on the
agenda. This right may not be exercised later than 3 days before
the General Meeting is held. The above documents must be submitted
to the company in writing to the address: Aktsiaselts Infortar,
Liivalaia 9, 10118 Tallinn or sent with digital signature to the
e-mail address investor@infortar.ee.
Pre-voting Shareholders who are
unable to or do not wish to participate in the General Meeting can
vote on the draft resolutions on the agenda of the General Meeting
before the General Meeting (hereinafter
Pre-Voting) during the period from the publication
of the notice of calling the General Meeting as of 24 April 2024
until 16 May 2024 at 16:00. The procedure for Pre-Voting has been
published on the website of Aktsiaselts Infortar at
www.infortar.ee/investorile and has been added to the stock notice
on calling the General Meeting. The Shareholders who have duly
voted shall be deemed to have taken part in the General Meeting and
the votes represented by their shares shall be accounted as part of
the quorum of the General Meeting, unless otherwise provided by
law.
Instructions for the participants in the
Annual General Meeting and appointment of representative
Before the General Meeting is held, the Shareholders can notify
about the appointment of a representative and the revocation of
authorisation by the principal by e-mail at investor@infortar.ee,
using the templates that have been published on the website of
Aktsiaselts Infortar at www.infortar.ee/investorile and added to
the stock notice on the calling of the General Meeting.
We kindly ask the Shareholders, who are as at
the date of fixation of the list, i.e. on 13 May 2024, registered
in the share register maintained by Nasdaq CSD SE and who wish to
participate in the Annual General Meeting, to present the following
documents for registration: - A Shareholder who is a
natural person should present an identity document
(passport or ID-card). - A representative of a Shareholder
who is a natural person should present an identity
document (passport or ID-card) and a properly signed written power
of attorney or an electronic power of attorney (digitally signed).
- A legal representative of a legal person should
present an extract (or other similar document) from the respective
business register in which the legal person is registered, which
shows the person’s right to represent the Shareholder (legal
persons registered in Estonia should present an extract of the
commercial register registry card which is not issued sooner than
15 days before the general meeting is held). - Authorised
representative of a legal person whose right of
representation is not indicated in the respective business register
extract (or other similar document) should, in addition to the
aforementioned documents, submit a power of attorney duly issued by
the legal representative of the Shareholder in at least a written
or digital format (digitally signed).
All documents submitted in foreign languages
must be in English or translated into English or Estonian by a
sworn translator or an official who is equivalent to a sworn
translator.
We kindly ask that electronic documents
(digitally signed) are sent by e-mail to the address
investor@infortar.ee not later than by the date of the general
meeting.
Yours sincerely, Management Board of
Aktsiaselts Infortar
Infortar operates in five countries, the company's main fields
of activity are energy, maritime transport, and real estate.
Infortar owns a 42,3% stake in AS Tallink Grupp, a 100% stake in AS
Eesti Gaas and a versatile and modern real estate portfolio of
approx. 110,000 m2. In addition to the three main areas of
activity, Infortar also operates in construction and mineral
resources, printing, taxi business and many other areas. A total of
103 companies belong to the Infortar group: 47 subsidiaries, 5
affiliated companies and 50 subsidiaries of affiliated companies.
Excluding affiliates, Infortar employs 1,308 people.
Additional information:
Kadri Laanvee
Investor Relations Manager e-mail: kadri.laanvee@infortar.ee
phone: +372 5156662
https://infortar.ee/en/investor
- Infortar aktsionäride otsuste eelnõud 2024 ENG
- Infortar eelhääletamise kord ENG
- Supervisory Board report financial year 2023
- Toivo Ninnas Curriculum Vitae ENG
- Infortar hääletussedel ENG
- Infortar volikiri ENG
- Volikirja tagasivõtmise teade ENG
- AS Infortar sõltumatu vandeaudiitori aruanne ESEF
- Infortar_aastaraamat_2023_ENG