TALLINN STOCK EXCHANGE

ANNOUNCEMENT

 

LISTING COMMITTEE'S DECISION ABOUT FAKTO 

 

TSE Listing Committee discussed on its 10.07.2001 meeting the 

possible violation of the provisions of the TSE Rules and 

Regulations by AS Fakto (hereinafter Fakto).

 

Pursuant to article 3.5.1 of chapter "Requirements for Issuers" of 

the TSE Rules and Regulations (hereinafter RI), the issuer is 

required to ensure fair and equal treatment of all holders of 

listed securities of the same class in accordance with the 

legislation and issue terms of such securities.

 

On 28.03.2001 the general meeting of shareholders of Fakto decided 

to pay dividends as follows:

- EEK 7 per share to legal persons;

- EEK 5.18 per share to natural persons;

- EEK 5.18 per share to non-residents.

 

Thus the shareholders were not treated equally, i.e. the resident 

legal persons were in favored position.

 

Pursuant to article 1.2.3 of RI the information published by the 

issuer must be accurate and unambiguous, should not contain 

misleading information and should not miss out or exclude anything 

that could influence the content or meaning of the information 

presented.

 

On 29.03.2001 Fakto announced the decisions of the general meeting 

of shareholders, of which the following paragraph containing 

important information of general meeting decision No. 3 was 

excluded:

 

'According to §50 of the Income Tax Act, the dividends shall be 

paid as follows:

 - EEK 7 per share will be transferred to legal persons dividend 

recipients;

 - EEK 5.18 per share will be transferred to natural person 

dividend recipients, and in addition Fakto will pay EEK 1.82 of 

income tax due from dividends pursuant to §50 (1) of Income Tax 

Act;

 - EEK 5.18 per share will be transferred to non-resident dividend 

recipients, and income tax due from paid dividends pursuant to 

Income Tax Act will be withheld from this amount. In addition Fakto 

will pay EEK 1.82 of income tax due from dividends pursuant to §50 

(1) of Income Tax Act.'

 

Pursuant to article 3.6.1 of RI, the record date may not be fixed 

at an earlier date than 10 (ten) stock exchange days after the date 

of the general meeting of shareholders where a resolution was 

passed on the nature of rights attached to securities or on the 

extent of any rights.

 

The general meeting of Fakto shareholders was held on 28.03.2001. 

According to the announcement, however, the list of shareholders 

was closed for dividend payments on 05.04.2001, i.e. on sixth stock 

exchange day after the shareholders general meeting took place.

 

The Listing Committee concluded that Fakto has violated against the 

provisions of articles 3.5.1, 1.2.3 and 3.6.1 of chapter 

"Requirements for Issuers" of the TSE Rules and Regulations, and 

decided to fine Fakto as follows:

 

EEK 150,000 for violation of article of 3.5.1 of RI,

EEK 10,000 for violation of article 1.2.3 of RI,

EEK 10,000 for violation of article 3.6.1 of RI.

 

In addition the Listing Committee decided to require Fakto to 

compensate for the losses caused by unequal treatment of 

shareholders to natural person and non-resident dividend 

recipients.

 

 

TSE