REG - Eesti Energia AS - OPINION ON TAKEOVER BID FROM ENEFIT GREEN

Enefit Green ASAnnouncement

22/04/2025 08:15

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RNS Number : 4970F  Eesti Energia AS  22 April 2025

Hereby we publish the opinion of the Supervisory Board of Enefit Green ASas on
the voluntary takeover bid made by Eesti Energia AS on 8 april 2025

 

OPINION ON THE TAKEOVER BID OF the SUPERVISORY BOARD OF ENEFIT GREEN AS

The opinion of the Supervisory Board of Enefit Green AS ("Supervisory Board")
has been prepared on 21 April 2025 in accordance with § 171(2) of the
Securities Markets Act ("SMA") and § 21 of the Regulation No. 71 of the
Minister of Finance, dated 28 May 2002, Takeover Bid Rules ("Rules"), in
relation to the voluntary takeover bid made by Eesti Energia AS ("Offeror") on
8 April 2025 to acquire all shares of Enefit Green AS ("Enefit Green") not
yet belonging to the Offeror ("Bid").

The members of the Supervisory Board and the authors of this opinion are
Andrus Durejko (the Chairman), Marlen Tamm, Kristjan Kuhi, Erkki Raasuke and
Karin Madisson.

According to § 21(2)4) of the Rules, the Supervisory Board must provide its
assessment of the impact of the Bid on the interests of Enefit Green as the
target issuer and its employment relationships with employees. Independent
members of the Supervisory Board, as defined in § 21(2)4) of the Rules, must
also provide their assessment of the impact of the takeover bid on the
interests of the target issuer and its employment relationships with
employees.

According to § 21 of the Rules, the independent members of the Supervisory
Board are Erkki Raasuke and Karin Madisson.

1.   Supervisory Board and Enefit Green's management board contracts or
other connections to the Offeror

Members of the Supervisory Board Andrus Durejko, Marlen Tamm and Kristjan Kuhi
are also the members of the Offeror's management board.

Members of Enefit Green's management board ("Management Board") and
Supervisory Board have not concluded contracts with the Offeror.

2.   Election of the Supervisory Board and the Management Board

The members of the Supervisory Board have been elected by Enefit Green's
shareholders according to the articles of associations of Enefit Green. No
shareholder of Enefit Green has a special right to appoint members of the
Supervisory Board or candidates for the Supervisory Board. According to Enefit
Green's articles of association, in addition to fulfilling the majority vote
requirement stipulated by law, the election and removal of independent members
of the Supervisory Board must also be approved by more than half of the votes
represented at the general meeting, which are represented by the shares owned
by minority shareholders (i.e., all Enefit Green's shareholders, except the
Offeror).

The members of the Management Board are elected by the Supervisory Board
according to Enefit Green's articles of associations.

3.   Conflicts of interest of the Supervisory Board and the Management Board
and measures for risk mitigation

According to the knowledge of the Supervisory Board, no member of the
Supervisory Board and Management Board has the right to receive any benefit
that depends on the Bid or its results and that could create a conflict of
interest for the members of the Management Board or the Supervisory Board in
relation to the Bid.

Since the members of the Supervisory Board, Andrus Durejko, Marlen Tamm and
Kristjan Kuhi, are simultaneously members of the Management Board of the
Offeror and despite the absence of any benefit, there is a risk of a conflict
of interest arising when the Supervisory Board must make decisions related to
the Bid. However, aside from submitting this opinion of the Supervisory Board
(which has been submitted unanimously), the Supervisory Board has not made any
decisions related to the Bid and does not foresee the need to make any
decisions related to the Bid in the future.

If it becomes apparent that the Supervisory Board must make any decision
related to the Bid in addition to this opinion, the potential conflict of
interest risk for the members of the Supervisory Board will be analyzed. In
the presence of a conflict of interest risk, the members with a conflict of
interest would not vote on the relevant decisions of the Supervisory Board.

4.   Opinion on the impact of the Bid

All members of the Supervisory Board are on the opinion that the Bid does not
have any negative impact for the interests of Enefit Green. There are no
foreseeable immediate or direct impacts to Enefit Green's employment
relationships with employees in relation to the Bid, however, it can not be
ruled out, that due to integration of the internal processes, existing
positions and employment relationships will also need to be changed.

Independent members of the Supervisory Board, Erkki Raasuke and Karin
Madisson, are on the same opinion as the other members of the Supervisory
Board.

5.   Intent of the members of the Supervisory Board and Management Board to
accept the Bid

The Chairman of the Management Board Juhan Aguraiuja owns indirectly through
his company AJ Energia OÜ, 825 Enefit Green's shares, and according to the
knowledge of the Supervisory Board, intends to accept the Bid if there are no
trading restrictions arising from laws or internal regulations.

The member of the Management Board Innar Kaasik owns directly 3000 Enefit
Green's shares, and according to the knowledge of the Supervisory Board,
intends to accept the Bid if there are no trading restrictions arising from
laws or internal regulations.

The Chairman of the Supervisory Board Andrus Durejko owns directly 2000 Enefit
Green's shares and intends to accept the Bid if there are no trading
restrictions arising from laws or internal regulations.

The member of the Supervisory Board Marlen Tamm owns directly 950 Enefit
Green's shares and intends to accept the Bid if there are no trading
restrictions arising from laws or internal regulations.

The member of the Supervisory Board Erkki Raasuke owns directly 51 849 Enefit
Green's shares and intends to accept the Bid if there are no trading
restrictions arising from laws or internal regulations.

The member of the Supervisory Board Karin Madisson owns directly 33 000
Enefit Green's shares and intends to accept the Bid if there are no trading
restrictions arising from laws or internal regulations.

The rest of the members of the Supervisory Board and the Management Board do
not own any Enefit Green's shares, which is why they can not accept the Bid.

 

6.   Contracts of the Supervisory Board and the Management Board

There are no contracts between Enefit Green and the members of the Supervisory
Board and the Management Board, that would provide for the termination of the
contract or the payment of any compensation or benfit to the members of the
Supervisory Board or the Management Board by Enefit Green or a third party in
relation of the Bid or its outcome.

 

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