Minutes of annual general meeting
Correction: Resolutions of the Annual General Meeting of AS Tallinna Sadam
The correction notice amends the number of votes in favor in the third resolution point.
On 05.06.2020, the Management Board of AS Tallinna Sadam (hereinafter: Tallinna Sadam) proposed to the shareholders to adopt the resolutions of the general meeting of shareholders stated below without convening the meeting.
The notice of the annual general meeting was published on 05.06.2020 in the stock exchange information system, on Tallinna Sadam website https://www.ts.ee/en/investor/agm/ and in the daily newspaper “Postimees”. The list of shareholders entitled to vote was fixed on 19.06.2020 at the end of the business day of the Nasdaq CSD settlement system and the electronic voting period was 22-29.06.2020.
The resolutions of the general meeting of shareholders were voted by 106 shareholders, whose shares represented 218,876,934 votes or 83.22% of the total share capital. If a shareholder abstained, he/she was deemed to have voted against.
On 29.06.2020, the annual general meeting of the shareholders of AS Tallinna Sadam resolved:
1. Approval of the Annual Report 2019
1.1. To approve the Annual Report 2019 of AS Tallinna Sadam, as presented to the general meeting.
The shareholders voted in favor of the resolution by 218,876,934 votes or 83.22% of the votes.
2. Profit allocation
2.1. To approve the net profit of the financial year of 2019 in the amount of 44,403,995 euros and the retained earnings (including 2019 profit) of 51,262,653 euros.
2.2. Transfer to statutory capital reserve 1,742,002 euros.
2.3. To pay dividends to the shareholders 0.115 euros per share, in the total amount of 30,245,000 euros.
The shareholders voted in favor of the resolution by 218,872,934 votes or 83.22% of the votes.
The list of shareholders entitled to receive dividends will be established as at 13.07.2020 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 10.07.2020. From that day the person acquiring the shares will not have the right to receive dividends for the financial year 2019. Dividends shall be disbursed to the shareholders on 20.07.2020.
3. Election of members of the Supervisory Board
According to the proposal submitted by the Nomination Committee of AS Tallinna Sadam:
3.1. To recall Aare Tark, Raigo Uukkivi, Ahti Kuningas, Urmas Kaarlep, Üllar Jaaksoo, Maarika Liivamägi from the Supervisory Board of AS Tallinna Sadam with the end of their term of office on 30.06.2020.
3.2. To appoint Aare Tark, Raigo Uukkivi, Ahti Kuningas, Urmas Kaarlep, Üllar Jaaksoo, Maarika Liivamägi, Riho Unt and Veiko Sepp as members of the Supervisory Board of AS Tallinna Sadam for the term of office from 01.07.2020 to 30.06.2022.
The shareholders voted in favor of the resolution by 217,654,342 votes or 82.76% of the votes.
The voting record of the general meeting has been published on the website of Tallinna Sadam https://www.ts.ee/en/investor/agm/.
Tallinna Sadam is one of the largest cargo- and passenger port complexes in the Baltic Sea region, which in 2019 serviced 10.64 million passengers and 19.9 million tons of cargo. In addition to passenger and freight services, Tallinna Sadam group also operates in shipping business via its subsidiaries – OÜ TS Laevad provides ferry services between the Estonian mainland and the largest islands, and OÜ TS Shipping charters its multifunctional vessel Botnica for icebreaking and construction services in Estonia and offshore projects abroad. Tallinna Sadam group is also a shareholder of an associate AS Green Marine, which provides waste management services. According to audited financial results, Tallinna Sadam group’s sales in 2019 totaled EUR 130.5 million, adjusted EBITDA EUR 74.3 million and net profit EUR 44.4 million.
CFO/Member of the Management Board
AS Tallinna Sadam