KALEV

ANNOUNCEMENT

 

DRAFT AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

The following amendments to the Articles of Association shall be 

presented to the extraordinary general meeting of AS Kalev 

shareholders:

 

1.Exclude clause 4.3. from the Articles of Association 

("Shareholder cannot request the exchange of nominal shares for 

bearer shares")

 

2.Amend clause 6.2 of the Articles of Association, and enforce the 

following redaction: "Management will give notice to shareholders 

at least three weeks in advance of an upcoming extraordinary 

general meeting. Notice will be sent via registered mail to each 

shareholder's given address. In the event that the company has over 

100 shareholders, notice of an upcoming general meeting will not be 

mailed. In this circumstance, notice will be given in a nationally 

circulated, daily newspaper."

 

3. Amend clause 6.2.1 of the Articles of Association, and enforce 

the following redaction:"Number of shareholders invited to attend 

the shareholders' general meeting, and their names, will be 

determined based on the Company's shareholders' list on the day the 

notice of general meeting is sent or published in a newspaper".

 

4. Amend clause 6.7 of the Articles of Association, and enforce the 

following redaction: "The general meeting's decisions to amend the 

Articles of Association, increase or reduce the company's share 

capital, or to consolidate, divide, reorganize or terminate the 

activities of the Company, are accepted when at least two thirds of 

the shareholder votes represented on the general meeting are given 

in favor of the decision".

 

5. Amend clause 7.3 of the Articles of Association, and enforce the 

following redaction: "If the Company's Management Board consists of 

more than two members, the Supervisory Board shall appoint the 

Management Board Chairman from amongst the Management Board 

members".

 

6. Amend clause 8.1 of the Articles of Association, and enforce the 

following redaction: "Any member of the Company's Management Board 

can represent the Company in legal proceedings; provided that the 

Management Board consists of three or more members, then the 

Company can be represented by the Chairman of the Management Board, 

or other Management Board members together with the Chairman of the 

Management Board".

 

7. Amend clause 9.3 of the Articles of Association, and enforce the 

following redaction: "The Supervisory Board meeting can accept 

decisions if over half of the Supervisory Board members are present 

for a quorum. The Supervisory Board's decisions are accepted when 

at least over half of the present Supervisory Board members votes 

favor the decision. In case the votes are divided equally in favor 

of and against the decision, the vote of the Chairman of the 

Supervisory Board shall be decisive".

 

Annika Rinde

Executive Assistant

+372 62 83 710