07.04.1999, Tallinna Farmaatsiatehas, TLN

TALLINNA FARMAATSIATEHASE AS

ANNOUNCEMENT

07.04.99

 

The Supervisory Board of TFT AS decided to convene the general 

meeting of shareholders on 30.04.1999 at 11:00 AM in Tallinn 

(conference hall of hotel Central). The agenda of the meeting will be 

the following:

 

1.	Opening of the meeting. Election of chairman, recorder and 

polling committee for the meeting

2.	Approval of the order of the meeting

3.	Approval of the agenda of the meeting

4.	Speech of the Chairman of the Management Board regarding the 

issues of annual report and profit distribution

5.	Supervisory Board’s report

6.	Approval of 1998 annual report and auditor’s report

7.	Approval of profit distribution proposal

Tallinna Farmaatsiatehase AS did not earn profit in 1998.

 

8.	Recall of the Supervisory Board members

9.	Election of the Supervisory Board members

10.	Appointment of auditor

11.	Reduction of share capital in simplified form, through partial 

cancellation of shares from EEK 37 700 340 to the level of EEK 12 500 

000, in the course of which 2 520 034 nominal ordinary shares will be 

cancelled.

 

The list of shareholders will be fixed as of 17.05.1999.

The company’s share capital will be reduced due to decrease in the 

company’s net assets to the level of less than half of the volume of 

share capital, proceeding from what the general meeting must resolve 

on the issue of reduction of share capital (pursuant to § 301 of the 

Commercial Law). In the course of the share capital reduction, the 

shares held by all shareholders will be cancelled proportionally with 

the number of shares owned.

 

12.	Increase of share capital via the issuance of new shares for 

additional monetary payments from EEK 12 500 000 to EEK 18 500 000, 

in the course of which the company will issue additionally 600 000 

nominal shares at par value of EEK 10 per share.

 

The share capital will be increased to stabilise the company’s 

financial standings and inclusion of additional investments.

 

Pursuant to § 345, section 1, of the Commercial Law, the shareholders 

can exercise pre-emptive right to subscribe for the new shares to be 

issued proportionally with the sum of the nominal values of 

previously owned shares. The deadline for pre-emptive subscription 

right is 31.05.1999. The shares can be subscribed for in Tallinn.

 

To determine the circle of shareholders with pre-emptive subscription 

right, the shareholders’ list will be fixed as of 17.05.1999. The 

payment for shares subscribed must be made before 10.06.1999.

 

Upon oversubscription, the provisions of § 346 of the Commercial Law 

will be applied. Upon undersubscription, the provisions of § 347 of 

the Commercial Law will be applied. Upon undersubscription, the 

Management Board is entitled to cancel the shares not subscribed for, 

or extend the subscription period by additional three weeks.

 

The shares to be issued entitle the shareholders for dividends in 

2003 for the financial year 2002. 

 

 

Arno Kaseniit

Member of the Management Board

tel. +372 612 0201