Turismo
CORRECTION: NOTICE ON CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AS TALLINNA SADAM
In this notice, the date of fixing the list of shareholders entitled to receive dividends and the related ex-date have been corrected. The dividend payment date remained the same. In addition, references to laws in the decision point for amending the articles of association have been supplemented.
Dear shareholder!
The management board of AS Tallinna Sadam (hereinafter: Tallinna Sadam), registry code 10137319, address Sadama 25, 15051 Tallinn, hereby calls the annual general meeting of shareholders, to be held at 14.00 on 25 April 2023 in the cruise terminal at Old City Harbour (Logi street 4/2, Tallinn).
Registration of participants will start at the venue of the meeting on 25 April 2023 at 13.15. The list of shareholders entitled to participate at the annual general meeting will be fixed seven days before the general meeting, i.e., as of 18 April 2023 at the end of the business day of the Nasdaq CSD settlement system.
As of the date of publication of this notice, the share capital of AS Tallinna Sadam is 263,000,000 euros. AS Tallinna Sadam has 263,000,000 ordinary shares, each share giving 1 (one) vote at the general meeting.
In addition to participating at the meeting, the shareholders can vote the resolutions of the general meeting by e-mail or mail before the general meeting by sending a completed and signed ballot to the management board by 12:00 on 24 April at the latest. Ballots received by the management board after the deadline will not be considered. More detailed information below in the notice under organizational issues.
Please note that we expect only shareholders and their representatives without symptoms of illness to attend the general meeting. If you are not feeling well, please use the pre-voting option and watch the video recording of the general meeting.
The supervisory board of Tallinna Sadam determined the agenda of the annual general meeting and submits the following proposals to the shareholders:
1. Approval of the Annual Report 2022
1.1. To approve the Annual Report 2022 of AS Tallinna Sadam, as presented to the general meeting.
2. Profit allocation
2.1. To approve the net profit of the financial year of 2022 in the amount of 25,591,833 euros and the retained earnings (including 2022 profit) of 51,383,040 euros.
2.2. Transfer to statutory capital reserve 742,837 euros.
2.3. To pay dividends to the shareholders 0.073 euros per share, in the total amount of 19,199,000 euros.
The list of shareholders entitled to receive dividends will be established as at 10.05.2023 at the end of the business day of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 09.05.2023. From that day the person acquiring the shares will not have the right to receive dividends for the financial year 2021. Dividends shall be disbursed to the shareholders on 12.05.2023.
3. Appointment of the auditor
3.1. To appoint the company of auditors AS PricewaterhouseCoopers (registry code 10142876) to conduct the audit of AS Tallinna Sadam for the financial years 2023 and 2024 and to remunerate the company of auditors in accordance with the offer made by the company of auditors in the public procurement (public procurement 258237).
According to the terms of the procurement, AS Tallinna Sadam has the right to extend the procurement contract for the audit of the financial year 2025.
4. Amendment of the Articles of Association
4.1. To approve the Articles of Association of AS Tallinna Sadam as presented to the general meeting.
According to the amendments to clauses 86 2) and 4), clauses 88 (1) 7), 7 ), 7 ), 8), 9) and 10), subsection 98 (1) and 1 of the State Assets Act and section 323 of the Commercial Code, the articles of association set out the general principles of manging a company, the competence of a general meeti
ng and the supervisory board, the procedure for covering the costs incurred by a member of the supervisory board due to participating in the work of the supervisory board, and payment of remuneration to a member of the management board (incl. calculation of average remuneration, termination pay and compensation for complying with restraint on trade) as well as the description of the composition of the annual report and the deadline for the obligation to submit thereof. In addition, it sets out the procedure for adopting resolutions of the supervisory board if resolutions are to be adopted without calling a meeting.
Organizational issues
For registration, we kindly ask participants to submit the following documents:
1. shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation in Estonian or in English;
2. legal representatives of shareholders who are legal persons are required to submit their identity document; authorised representatives must also submit a valid written authorisation in Estonian or in English. If the legal person has not been registered in the Estonian commercial register, we kindly request submission of a valid extract of the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal authorisation). The extract must be prepared in English or translated into English by a sworn translator or authority equivalent to a sworn translator, be verified by a notary, and bear the Apostille.
A shareholder is asked to inform Tallinna Sadam of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending the corresponding digitally signed authorisation or pdf-copy of the original authorisation (original of the authorisation must be presented at the meeting) to the general meeting's e-mail address investor@ts.ee or by delivering the original of the authorisation to Sadama 25, 15051 Tallinn, on working days between 9.00 and 16.00 the latest by 12.00 on 24 April 2023. The authorisation document form example is available for the shareholder on AS Tallinna Sadam website at https://www.ts.ee/en/investor/agm/ .
Voting of the resolutions before the annual general meeting
1. the voting shareholder or his / her authorized representative can send a digitally signed or signed on paper and scanned completed voting ballot to investor@ts.ee the latest by 24 April 2023 12:00 (EEST).
2. the voting shareholder or his / her authorized representative delivers the completed and personally signed ballot in paper form to the head office of Tallinna Sadam at Sadama 25, 15051 Tallinn so it arrives no later than 24.04.2023 at 12:00 (EEST).
In order to enable the identification of a shareholder, the voting ballot sent by e-mail must be digitally signed. When sending a paper-signed and scanned voting ballot by e-mail or sending a paper-signed voting ballot by post, a copy of the personal data page (incl. document validity date) of the shareholder's or his / her representative's identity document (e.g. passport or ID card) must be sent with the voting ballot. The shareholder's representative must also forward a valid power of attorney in Estonian or English in a form that can be reproduced in writing. The shareholder may use a power of attorney form, which is available on Tallinna Sadam website https://www.ts.ee/en/investor/agm/ .
If the shareholder is a legal entity registered in a foreign country, please forward a copy of the extract from the relevant foreign commercial register, which shows the right of the representative to represent the shareholder (legal authorization). The statement must be in English or translated into Estonian or English by a sworn translator or an official equivalent to a sworn translator.
If the shareholder who sent the voting ballot before the general meeting also attends the general meeting physically, all ballot papers sent by the shareholder earlier are considered invalid.
The drafts of the resolutions and materials of the annual general meeting may be examined , and the voting ballot form can be downloaded from the investor webpage of Tallinna Sadam https://www.ts.ee/en/investor/agm/ . In addition, documents are available from April 4 to April 24 on weekdays from 10:00 a.m. to 4:00 p.m. at the head office of Tallinna Sadam, Sadama 25, 15051 Tallinn. Please send questions related to the draft resolutions of shareholders by e-mail to investor@ts.ee .
A shareholder shall have the right to receive information on the activities of Tallinna Sadam from the management board at the general meeting . The management board may refuse to provide information, if there is reason to presume that this may harm the interests of the company. Where the management board refuses to provide information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit an application to the court within two weeks without a lawsuit in order to oblige the management board to provide information.
Shareholders, whose shares represent at least 1/20 of the share capital of Tallinna Sadam, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 days prior to the general meeting, i.e. at the latest by 10 April 2023, at the e-mail address investor@ts.ee or to the address: AS Tallinna Sadam, Sadama 25, 15051 Tallinn, Estonia.
Shareholders, whose shares represent at least 1/20 of the share capital of Tallinna Sadam, may submit to the company in writing a draft resolution on each agenda item, by sending the draft to the e-mail address investor@ts.ee or to the address: AS Tallinna Sadam, Sadama 25, 15051 Tallinn, Estonia. The draft must be received by AS Tallinna Sadam no later than three days before the general meeting, i.e. at the latest by 22 April 2023.
The video recording of the general meeting with an English translation will be published later on the website of Tallinna Sadam. After the end of the meeting, the shareholders who took part in the general meeting have an opportunity to take a tour at the cruise terminal.
Yours sincerely
Management Board of Tallinna Sadm
Attachments
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti