TALLINNA KAUBAMAJA AS

ANNOUNCEMENT

10.05.99

 

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF TALLINNA KAUBAMAJA AS 

SHAREHOLDERS.

 

The annual general meeting of Tallinna Kaubamaja AS shareholders 

resolved:

 

1) To approve 1998 annual report of Tallinna Kaubamaja AS, including 

balance sheet as of 31.12.1998, in balance, at volume of 322 084 237 

EEK, and income statement for year 1998 with net profit of 8 179 615  

EEK.

 

2) The volume of net profit earned by Tallinna Kaubamaja AS in 1998 is 

8 179 615 EEK. 

Provisions to mandatory reserve capital: 408 981 EEK; 

To pay dividends to shareholders from the accounts of net profit for 

1998 and retained earnings in the amount of 10 182 300 EEK, i.e. 1.50 

EEK per share; 

Dividends will be paid on May 28 1999. Dividends will be paid to the 

persons registered as shareholders or usufruct holders as of May 28 

1999, 8.00 AM.

 

3) To amend the Articles of Association of Tallinna Kaubamaja AS as 

follows:

§ 1 p.3 – include the words "and acting as custom broker" to the list 

of fields of activity;

§ 9 p.1 – include the following sentence to the end "In case the 

general meeting is convened by the shareholders or auditor, they will 

also determine the agenda of the meeting will ";

§ 9 p.2 – rephrase the last sentence "The request must be presented 

prior to sending or publishing the AGM notification to the 

shareholders";

§ 10 p.1 – rephrase "The Management Board will send the AGM 

notification to the shareholders in the form of registered letter, or 

will publish it in one of the national papers ";

§ 11 - rephrase "The AGM can make resolutions, when more than half of 

the votes represented by shares are present ";

§ 12 p. 2 include the following sentence to the end "The shareholders 

will be held responsible along with the members of the Management and 

Supervisory Boards for the liabilities proceeding from the resolutions 

made on these conditions";

§ 13 p.1 - rephrase "The resolution of the AGM is considered to be 

approved when more than half of the votes represented on the AGM are 

given in favor of it, if not provided otherwise by the law ".

To approve the amended redaction of the Articles of Association.

 

4) To recall Indrek Neivelt from the position of member of the 

Supervisory Board of Tallinna Kaubamaja AS. To elect Andres Järving a 

new member of the Supervisory Board of Tallinna Kaubamaja AS.

 

5) To appoint Sulev Luiga of AS KPMG Estonia to audit the financial 

reports of Tallinna Kaubamaja AS in financial year 1999. The volume and 

order of auditor’s remuneration will be determined by the Management 

Board of the company.

 

6) To change the conditions of share options to the members of Tallinna 

Kaubamaja AS Management Board, executive management, and management  

boards of subsidiaries, resolved by 1998 annual general meeting of 

Tallinna Kaubamaja AS, as follows:

· 30% of the option will be realized in the second year and 70% in the 

third year;

· legitimate persons are entitled to buy out the shares in two months 

period after the AGMs of years 2000 and 2001.

 

 

Urmo Vallner

Member of the Management Board

+372 64 00 200