ASA KINDLUSTUSE AS

ANNOUNCEMENT

14.12.98

 

11 shareholders were represented on the 14.12.98 extraordinary 

general meeting of ASA Kindlustus AS shareholders. The represented 

shareholders own 2 465 152 shares, and 2 465 152 votes coming from 

the shares held, which is 69.75% of all votes.

Agenda of teh general meeting:

 

I. Changes in statutes

II. Changes in the Supervisory Board

 

 

I. Changes in statutes

 

1. To change the article 5.5 of the statutes, and reword it as 

follows: "The general meeting appoints at least three 

members of the Supervisory Board. The shareholders whose 

shares represent more than half of the share capital, has a 

right to appoint up to two Supervisory Board members. The 

members of the Supervisory Board are appointed for five 

years. In order to be appointed to the Supervisory Board, a 

member must present a written consent";

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

2. To change the article 6.1 of the statutes, and reword it as 

follows: "The Management Board is the company’s managing 

body, which represents and manages the company. The 

Management Board consists of up to five members".

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

3. To change the articles 4.2, 4.5, 4.7, 4.11, 4.15, 4.16, 

4.19, 5.10, 5.14, 5.15, 5.17, 5.22, 6.2, 6.3, 6.5, 6.6, 

6.16, 7.2, 7.3, 7.7, 7.10, 7.14, 8.1 of the statutes, 

replacing the word "Manager" with the words "Management 

Board";

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

4. To change the articles 4.13, 5.4, 6.8, 6.9, 6.10, 6.11, 

6.12, 6.13, 6.14, 6.15, 7.19 of the statutes, replacing the 

word "Manager" with the words "member of the Management 

Board";

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

5. To change the article 4.18 of the statutes, and reword it as 

follows: "The general meeting can make decisions when more 

than half of the votes represented by the shares are 

present";

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

6. To change the article 6.7 of the statutes, and reword it as 

follows: "Every member of the Management Board can represent 

the company in all legal activities";

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

7. To invalidate article 6.10 of the statutes;

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

8. To recall the member of Supervisory Board Leon Glikman;

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

9. To recall the member of Supervisory Board Meelis Kubits.

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

10. To appoint Erki Aavik to the Supervisory Board.

The election took place on the ballot paper no. 10.

 

For: 10 shareholders/representatives -- 2 464 950 votes (99.992% 

of the votes represented);

Did not vote: 1 shareholder/representative -- 202 votes (0.008% 

of the votes represented)

 

Thus, the resolution was passed.

 

 

 

N. Tarmak

+372 644 0542