Pre-Annual General Meeting Information • Apr 28, 2025
Pre-Annual General Meeting Information
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Notice of calling the annual general meeting of Hepsor AS
The management board of Hepsor AS (registry code 12099216, address Järvevana tee
7b, 10112 Tallinn) calls the annual general meeting of the shareholders to be
held on Wednesday, 21 May 2025 at 14:00 in hotel Ibis Styles Tallinn conference
center, Toompuiestee 19, Tallinn. The registration of participants of the
general meeting shall begin on 21 May 2025 at 13:30 at the location of the
meeting. We kindly ask the shareholders to arrive ahead of time, considering the
time it takes to register the participants of the meeting.
The list of shareholders entitled to vote in the annual general meeting shall be
determined as at 7 days before the general meeting is held, i.e. on 14 May 2025
at the end of the business day of the settlement system of Nasdaq CSD Estonia.
Procedure and term of electronic voting
The shareholders who do not wish to participate at the physical meeting can vote
electronically before the meeting is held. In order to cast an electronic vote,
the shareholder must fill out the voting ballot which is available on the
website of Hepsor AS
(https://hepsor.ee/investorile/uhingujuhtimine/aktsionaride-uldkoosolek). The
filled voting ballot must be signed digitally and sent by e-mail to
[email protected] (mailto:[email protected]) by 20 May 2025 at 16:00 the
latest.
Agenda of the general meeting and proposals of the supervisory board for voting
The supervisory board proposes to the shareholders:
* To approve the 2024 annual report of Hepsor AS in the form as submitted to
the general meeting.
The supervisory board proposes to the shareholders:
* Retained earnings from previous periods amount to 7,836 thousand euros. The
net profit for the 2024 financial year is 423 thousand euros. Therefore, the
total distributable profit is 8,259 thousand euros. It was decided to
distribute the profit as follows:
* to pay a dividend in the amount of EUR 0.26 per share, i.e., to distribute a
total of 1,002 thousand euros as dividends to shareholders,
* not to distribute the retained earnings in the amount of 7,257 thousand
euros.
The list of shareholders entitled to receive the dividend will be fixed on 1
July 2025 (record date), as at the end of the business day of Nasdaq CSD's
Estonian settlement system. Consequently, the day of change of the rights
related to the shares (ex-date) is set to 30 June 2025.The dividend will be paid
to shareholders by 31 August 2025 at the latest.
The supervisory board proposes to the shareholders:
* To take note of the intention of Lauri Meidla, supervisory board member of
Hepsor AS, to resign from his position as a member of the supervisory board,
effective 31.07.2025. Due to the resignation of the supervisory board member
Lauri Meidla at his own request, he has been recalled from the supervisory
board of Hepsor AS as of 31.07.2025.
To elect Henri Laks (personal identification code 38103070282, place of
residence: Tallinn, Estonia) as a member of the supervisory board of Hepsor AS.
The powers of Henri Laks as a member of the supervisory board of Hepsor AS will
commence upon the expiry of his powers as a member of the management board of
Hepsor AS, i.e., from 01.08.2025.
The supervisory board proposes to the shareholders:
* To approve the new remuneration of the members of the supervisory board in
such a way that the total cost of the payroll fund remains unchanged
compared to the previous amount. To pay each member of the supervisory board
of Hepsor AS a remuneration of EUR 1,000 gross per calendar month starting
from 01.08.2025, and to pay the chairman of the supervisory board of Hepsor
AS a remuneration of EUR 8,000 gross per calendar month starting from
01.08.2025.
Publication of information related to the general meeting
Information related to the general meeting (this notice on calling the general
meeting; annual report, sworn auditor's report and profit distribution proposal;
draft resolutions submitted by the management board, supervisory board,
shareholders and auditor and the substantiations of the shareholders regarding
the agenda items; the total number of shares and voting rights related to shares
on the day of publishing the notice calling the general meeting; the blanks to
be used when voting on the basis of authorisation and when voting electronically
before the meeting) are available for review on the website of Hepsor AS at
https://hepsor.ee/investorile/uhingujuhtimine/aktsionaride-uldkoosolek. At this
address, other documents to be submitted to the general meeting pursuant to the
law are also available for review, as well as information about the procedure
and term for exercising shareholder rights as set out in § 287, § 293 (2) and §
293(1) (4) of the Commercial Code.
Any questions regarding the items on the agenda may be sent to the e-mail
address [email protected] (mailto:[email protected]). Questions and answers
are published on the website of Hepsor AS.
Information regarding the participation in a general meeting by proxy and the
notification procedure of revocation of the authorisation
Everyone who wishes to appoint a representative acting on the basis of a power
of attorney is kindly requested to notify Hepsor AS of this not later than
before the beginning of the annual general meeting by e-mail at
[email protected] (mailto:[email protected]). We also kindly request that the
powers of attorney, signed digitally by the shareholder, are sent to the same e-
mail address not later than before the beginning of the annual general meeting.
In case the authorisation is revoked, we kindly request that the respective
notice, signed digitally by the shareholder, is sent to the same e-mail address
[email protected] (mailto:[email protected]) not later than before the
beginning of the annual general meeting.
Registration of participants of the general meeting
For registration, we ask the shareholder to bring an identity document (e.g.
passport of ID card). In addition to the identity document, we ask the
representative of a shareholder to bring the original copy in case of a power of
attorney in unattested written form.
In addition to an identity document, we ask the representatives of foreign legal
persons to bring an apostilled extract of the commercial register where the
foreign legal person is entered. The commercial register extract must be dated
up to three months before the annual general meeting is held. In case the
person's right of representation is not evident from the commercial register
extract, we ask that the apostilled articles of association of the foreign legal
person are submitted for the verification of the right of representation. The
apostille requirement does not apply if the respective extract and articles of
association have been attested by a notary in France, Belgium, Denmark, Ireland,
Italy, Latvia, Lithuania, Poland, Ukraine or the Russian Federation.
Henri Laks
Member of the Management Board
Phone: +372 5693 9114
e-mail: [email protected] (mailto:[email protected])
Hepsor AS (www.hepsor.ee (http://www.hepsor.ee)) is a developer of residential
and commercial real estate. The Group operates in Estonia, Latvia and Canada.
During our thirteen years of operation, we have created 2,076 homes and nearly
36,300 m(2) of commercial space. As the first developer in the Baltic countries,
Hepsor has implemented several innovative engineering and technical solutions
that make the buildings built by the company more energy-efficient and thus more
environmentally friendly. The company's portfolio includes a total of 24
development projects with a total area of 172,500 m(2).
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