Securities administration - Estonia
|Market Record date||Ex-date||Basis for entitlement||Standard interest calculation rule|
|Coupon payment||According to the Issuer||Record date -1||Settled position|
on record date
|Dividend payment||After AGM +10 business days||Record date -1||Settled position|
on record date
Dividends of a public limited company are payable once a year.
For dividends paid by a company listed on the TSE, the following obligations and schedule are prescribed by the rules of the TSE:
- Resolution on the proposed dividend amount shall be disclosed publicly immediately after the Management Board or Supervisory Board of an issuer has decided the amount of dividends to be recommended to the Annual General Meeting.
- Immediately after adoption of the resolution of the General Meeting to pay dividends, at least the following information shall be disclosed:
- The Record date;
- The amount of dividend to be paid per share;
- The Payment date of the dividends.
On Payment date, a list of shareholders as of 23:59 on Record date is used as the basis for determining the persons to be paid and the respective amounts payable.
Corporate actions on listed companies are distributed by the issuers through the Nasdaq CSD, which executes the transfers directly to the investors' cash and/or securities accounts.
Entitlements for debt securities and equities are determined based upon the Record date. Record and Payment dates are approved by the AGM.
Most common corporate events
The most common corporate events in Estonia are as follows:
- Non-voluntary: stock dividends, cash dividends, coupon payments, final redemptions, mergers, demergers, stock splits, reversed splits, compulsory acquisitions, changes of par value of a share, name changes, bankruptcy.
- Voluntary: rights issues (including subscription/purchase RTS), tender offers, purchase offers, redemptions of shares.
In general, the range of corporate actions possible under Estonian Law does not differ very much from those that are known under jurisdictions of other European countries.
Organisation of AGM/EGMs
Normally, an AGM is held between April and June. Unless the articles of association prescribe longer terms in each case, notice of an AGM and EGM for listed companies must be sent to the shareholders or related documentation must be displayed online on the company's internet home page at least three weeks in advance and notice of an EGM for non-listed companies must be sent at least one week in advance.
The record date is set to seven calendar days before the AGM/EGM, unless the articles of association provide a shorter term; for example, listed companies may set the record date on the day of the AGM.
If stipulated in the articles of association, the issuers may create the opportunity to use an on-line broadcast with an on-line two-way connection, enabling shareholders to participate in meetings without physically attending it.
Shareholders who hold at least 5% of the share capital in a listed company may put items on the agenda and table draft resolutions (such items should be communicated no later than 15 calendar days before the AGM/EGM).
Listed companies may, under the articles of association, allow the shareholders to participate at the meeting via technically secure electronic means, without physically attending the meeting.
The requirements of authorisation for shareholder's representative participating in the AGM/EGM of the listed companies can be determined by the issuer in the articles of association.
Listed companies must allow the shareholder to use any secure means to notify the issuer of the appointment or withdrawal of its representative; the written form of the authorisation is not obligatory.
Should the AGM/EGM decide on a matter on which the shareholder in absentia has not voted, votes cast by electronic means or by correspondence are not counted.
Other market specifics
Trading of shares on Nasdaq Tallinn SE will be halted during general meetings only if issuers make a specific request or if a breach of exchange regulations has occurred.