AGM Information • Apr 29, 2022
AGM Information
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Registry code 10137319 Sadama str 25, Tallinn 15051
On April 4, 2022, the management board of Aktsiaselts Tallinna Sadam ("Tallinna Sadam") made a proposal to the shareholders to adopt the shareholders' resolutions specified below without convening a meeting. Shareholders whose votes represent 78.07% of all shareholders' votes sent their votes in time.
Consequently, the shareholders of Tallinna Sadam adopted the following resolutions on April 25, 2022:
1.1. To approve the Annual Report 2021 of AS Tallinna Sadam, as presented to the general meeting.
The resolution was adopted by 76.99% majority of votes:
In favour: 202,483,291 votes (76.99%) Against: 60,513,821 votes (23.01%) Abstained: 2,888 votes (0%)
The number of votes cast against the resolution includes, in compliance with Article 2991 (2) of the Commercial Code, 57,673,002 votes (21.93% of all votes representing the shares) belonging to shareholders who did not give notice of whether the shareholder is in favour of or opposed to the resolution.
The voting results are presented in Annex 1 and the list of shareholders who voted in favour of the resolution in Annex 2 of the voting record.
The resolution was adopted by 77.62% majority of votes:
In favour: 204,127,815 votes (77.62%) Against: 58,868,797 votes (22.38%) Abstained: 3,388 votes (0%)
The number of votes cast against the resolution includes, in compliance with Article 2991 (2) of the Commercial Code, 57,673,002 votes (21.93% of all votes representing the shares) belonging to shareholders who did not give notice of whether the shareholder is in favour of or opposed to the resolution.
The voting results are presented in Annex 1 and the list of shareholders who voted in favour of the resolution in Annex 3 of the voting record.
3.1. To approve the Articles of Association of AS Tallinna Sadam as presented to the general meeting.
The Articles of Association of AS Tallinna Sadam are presented in Annex 4.1
The resolution was adopted by 77.61% majority of votes:
In favour: 204,103,947 votes (77.61%) Against: 58,864,997 votes (22.38%) Abstained: 31,056 votes (0.01%)
The number of votes cast against the resolution includes, in compliance with Article 2991 (2) of the Commercial Code, 57,673,002 votes (21,93% of all votes representing the shares) belonging to shareholders who did not give notice of whether the shareholder is in favour of or opposed to the resolution.
The voting results are presented in Annex 1 and the list of shareholders who voted in favour of the resolution in Annex 4 of the voting record.
4.1. To approve the remuneration principles of the supervisory board and the management board of AS Tallinna Sadam as presented to the general meeting.
4.2. To annul clauses 2, 3 and 4 of the resolution of the sole shareholder on 24.01.2011, which determined the payment and amount of additional remuneration to a member of the supervisory board for participation in a meeting of the audit committee or other body of the supervisory board.
The remuneration principles of the supervisory board and the management board of AS Tallinna Sadam are presented in Annex 5.1
The resolution was adopted by 75.27% majority of votes:
In favour: 197,959,947 votes (75.27%) Against: 65,004,285 votes (24.72%) Abstained: 35,768 votes (0.01%)
The number of votes cast against the resolution includes, in compliance with Article 2991 (2) of the Commercial Code, 57,673,002 votes (21.93% of all votes representing the shares) belonging to shareholders who did not give notice of whether the shareholder is in favour of or opposed to the resolution.
The voting results are presented in Annex 1 and the list of shareholders who voted in favour of the resolution in Annex 4 of the voting record.
The resolution was adopted by 77.41% majority of votes:
In favour: 203,584,709 votes (77.41%) Against: 59,391,708 votes (22.58%) Abstained: 23,583 votes (0.01%)
The number of votes cast against the resolution includes, in compliance with Article 2991 (2) of the Commercial Code, 57,673,002 votes (21,93% of all votes representing the shares) belonging to shareholders who did not give notice of whether the shareholder is in favour of or opposed to the resolution.
The voting results are presented in Annex 1 and the list of shareholders who voted in favour of the resolution in Annex 6 of the voting record.
| /digitally signed/ | /digitally signed/ |
|---|---|
| Valdo Kalm | Andrus Ait |
| Chairman of the management board | Member of the management board |
| Aktsiaselts Tallinna Sadam | Aktsiaselts Tallinna Sadam |
/digitally signed/ /digitally signed/ Erly Lüdig Marju Zirel Recording secretary Shareholder
Annexes of the voting record:
1) Annex 1: Voting results
2) Annex 2: List of shareholders who voted in favour of resolution No 1 and voting results
3) Annex 3: List of shareholders who voted in favour of resolution No 2 and voting results
4) Annex 4: List of shareholders who voted in favour of resolution No 3 and voting results
5) Annex 4.1: The Articles of Association
6) Annex 5: List of shareholders who voted in favour of resolution No 4 and voting results
7) Annex 5.1: The remuneration principles of the supervisory board and the management board of AS Tallinna Sadam
8) Annex 6: List of shareholders who voted in favour of resolution No 5 and voting results
9) Voting ballots received from the shareholders together with powers of attorney
25.04.2022
Voting results
| Otsuse punkt | Aktsiate arv | Antud hääli kokku | % Poolt | % Vastu | % Erapooletu | % | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution | Number of shares | Voted | For | Against | Abstain | |||||
| 1. 2021. aasta majandusaasta | 1. Approval of the Annual Report | |||||||||
| aruande kinnitamine | 2021 | 263 000 000 | 205 326 998 | 78,07% | 202 483 291 | 76,99% | 60 513 821 | 23,01% | 2 888 | 0,00% |
| 2. Kasumi jaotamine | 2. Profit allocation | 263 000 000 | 205 326 998 | 78,07% | 204 127 815 | 77,62% | 58 868 797 | 22,38% | 3 388 | 0,00% |
| 3. Amendment of the Articles of | ||||||||||
| 3. Põhikirja muutmine | Association | 263 000 000 | 205 326 998 | 78,07% | 204 103 947 | 77,61% | 58 864 997 | 22,38% | 31 056 | 0,01% |
| 4. Approval of the remuneration | ||||||||||
| 4. Nõukogu ja juhatuse | principles of the supervisory board | |||||||||
| tasustamispõhimõtete kinnitamine | and the management board | 263 000 000 | 205 326 998 | 78,07% | 197 959 947 | 75,27% | 65 004 285 | 24,72% | 35 768 | 0,01% |
| 5. Election of the members of the | ||||||||||
| 5. Nõukogu liikmete valimine | supervisory board | 263 000 000 | 205 326 998 78,07% | 203 584 709 77,41% 59 391 708 22,58% | 23 583 0,01% |
AS Tallinna Sadam
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