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EESTI ÜHISPANK
ANNOUNCEMENT
10.04.99
RESOLUTIONS OF ANNUAL GENERAL MEETING
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 1
Tallinn, 10 April 1999
Pursuant to § 298.1.7 of the Commercial Code and § 21.1.7 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To confirm the 1998 Annual Report of AS Eesti Uhispank, including
1.1. the audited balance sheet of the Bank in the amount of EEK
13'520'284'000 (thirteen billion five hundred and twenty million two
hundred and eighty-four thousand) and loss amount of EEK 383'369'830
three hundred and eighty-three million three hundred and sixty-eight
thousand eight hundred and thirty).
1.2. the audited consolidated balance sheet of the Bank in the amount
of EEK 16'498'659'000 (sixteen billion four hundred and ninety-eight
million six hundred and fifty-nine thousand).
2. To enter the loss of the 1998 financial year, amounting to
EEK 383'369'830 (three hundred and eighty-three million three hundred
and sixty-eight thousand eight hundred and thirty) in the balance
sheet as retained loss.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42104144 votes,
92 shareholders/representatives,
99,962 % of registred votes.
Negative vote: 302 votes,
2 shareholders/representatives,
0,001 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 15200 votes,
9 shareholders/representatives,
0,036 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 2
Tallinn, 10 April 1999
Pursuant to § 298.1.5 of the Commercial Code and § 21.1.5 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To appoint Harry Aamann and Veiko Hintsov of Deloitte & Touche to
audit the performance of AS Eesti Uhispank in the 1999 financial
year.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42101821 votes,
91 shareholders/representatives,
99,956 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 756 votes,
2 shareholders/representatives,
0,002 % of registred votes.
Didn't vote: 17623 votes,
11 shareholders/representatives,
0,042 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 3
Tallinn, 10 April 1999
Pursuant to § 298.1.1 of the Commercial Code and § 21.1.1 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution
to approve the new wording of the Articles of Association of AS Eesti
Uhispank, which include the following amendments:
1. Amend § 7.1 in the following way:
The minimum capital of the Bank is 600'000'000 (six hundred million)
kroons and the maximum capital is 2'400'000'000 (two billion four
hundred million) kroons.
2. Amend § 10.3 in the following way:
The Supervisory Board is entitled to increase the share capital
within three years from the present redaction of the Articles of
Association effecting, to the amount provided by law, by different
contributions and to resolve all the issues connected herewith. The
Supervisory Board has no right to increase the amount of share
capital by more than 10 per cent of the share capital registered at
the time this redaction of the Articles of Association became
effective.
3. Amend § 18.3 in the following way:
The Management Board shall convene the Extraordinary General Meeting
of shareholders in cases provided by law.
4. Amend § 23 in the following way:
(1) The Supervisory Board plans the operations of the Bank, organises
its management, and supervises the operations of the Bank as well as
its Management Board, in compliance with law and the authority vested
in it by these Acts of Association.
(2) The Supervisory Board shall make decisions on transactions
exceeding the scope of routine business in compliance with the
Supervisory Board Bylaws. It is also within the competence of the
Supervisory Board to make decisions on other issues proposed by the
Management Board.
5. Exclude § 27.3 from the Articles of Association of AS Eesti
Uhispank.
6. Reword § 27.4 of the Articles of Association of AS Eesti Uhispank
by substituting the phrase "once per three months" for the phrase
"once per four month". Change § 27.4 to § 27.3.
7. Exclude § 32.2 from the Articles of Association of AS Eesti
Uhispank.
8. Amend § 33 in the following way:
Internal audit operates pursuant to the Internal Audit Bylaws
approved by the Supervisory Board.
9. In Chapter XI of the Articles of Association substitute the phrase
"Credit Committee" for the phrase "Loan Committee".
10. Amend § 34 in the following way:
In compliance with law the Credit Committee shall have at least five
members. The Management Board shall have the Credit Committee
membership approved by the Supervisory Board. The Supervisory Board
appoints the Chairman of the Credit Committee.
11. Amend § 35 in the following way:
The competence of the Credit Committee, its general operating
principles and reporting system shall be approved by the Supervisory
Board.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42104162 votes,
93 shareholders/representatives,
99,962 % of registred votes.
Negative vote: 284 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 15200 votes,
9 shareholders/representatives,
0,036 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 4
Tallinn, 10 April 1999
Pursuant to § 27.2 of the Credit Institutions Act the General Meeting
of Shareholders of AS Eesti Uhispank
has passed the resolution
1. To change the wording of Resolution No.2, Clause 1.2.2 approved by
the Extraordinary General Meeting of Shareholders on 26 November 1998
in the following way: "The payment for shares is by a monetary
contribution."
2. In other aspects Resolution No.2 of 26 November 1998 remains
unchanged.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42102279 votes,
91 shareholders/representatives,
99,957 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 17367 votes,
12 shareholders/representatives,
0,041 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 5
Tallinn, 10 April 1999
Pursuant to § 298.1.10 and § 345.1.1 of the Commercial Code, the
Annual General Meeting of Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To waive the pre-emptive rights of the Bank's shareholders in the
subscription for the new shares directed to International Finance
Corporation (IFC) on terms approved by Resolution 2 of the General
Meeting at 26.11.1998 changed by Resolution 4 of this General Meeting.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42104253 votes,
93 shareholders/representatives,
99,962 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 15393 votes,
10 shareholders/representatives,
0,037 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 6
Tallinn, 10 April 1999
In order to meet the obligations taken on at the merger with AS
Tallinna Pank, pursuant to § 298.1.2 of the Commercial Code and
§ 21.1.2 of the Articles of Association of AS Eesti Uhispank, the
General Meeting of Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To increase the share capital by EEK 4'109'390 (four million one
hundred and nine thousand three hundred and ninety) and issue 410'939
(four hundred and ten thousand nine hundred and thirty-nine) ordinary
registered shares (hereinafter referred to as the Share) of AS Eesti
Uhispank, with the face value of EEK 10 (ten), and offer them to
Nederlandse Financierings- Maatschappij voor Ontwikkelingsladen (FMO)
for free transfer on the secondary market. .
2. The shares issued for the FMO are priced at EEK 24.80 per share,
i.e. the share premium is EEK 14.80, and the total share premium
amounts to EEK 6'081'897.20. The total volume of issue (the initial
offering price) is EEK 10'191'287.20.
3. The FMO is entitled is to subscribe for the Shares till 21 May
1999. The subscription and remuneration take place simultaneously.
The FMO is to remunerate for the Shares in the full amount (the face
value price plus share premium) by a monetary consideration paid into
the account of AS Eesti Uhispank.
4. The Shares are transferred of to the Securities Account of FMO
after the increase in share capital has been entered with the
Commercial Register.
5. To confirm that the Share grants its holder the rights and
obligations attached to the registered ordinary shares as provided by
law and the Articles of Association of AS Eesti Uhispank.
6. To confirm that the Shares grant equal rights with the existing
shares of AS Eesti Uhispank of the same class, including equal
eligibility for the dividend declared after the Resolution has been
passed in respect of similar class of share listed in the stock
exchange. The issued Shares are eligible for the distribution of AS
Eesti Uhispank's profit for the financial year begun 1 January 1999.
7. To confirm that due to the direct placement of the issue, there
will be no over-subscription of Shares. In case of under-subscription,
the Management Board is entitled to resort to § 347 of the Commercial
Code and to the respective provisions of other legal acts.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 41977611 votes,
92 shareholders/representatives,
99,661 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 13254 votes,
2 shareholders/representatives,
0,031 % of registred votes.
Didn't vote: 139335 votes,
10 shareholders/representatives,
0,307 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 7
Tallinn, 10 April 1999
Pursuant to § 298.1.10 and § 345.1.1 of the Commercial Code, the
Annual General Meeting of Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To waive the pre-emptive rights of the Bank's shareholders in the
subscription for the new shares directed to Nederlandse
Financierings- Maatschappij voor Ontwikkelingsladen (FMO) on terms
approved by Resolution 6 of the General Meeting
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42091446 votes,
92 shareholders/representatives,
99,932 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 13254 votes,
2 shareholders/representatives,
0,031 % of registred votes.
Didn't vote: 15500 votes,
10 shareholders/representatives,
0,037 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 8
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect eleven (11) members to the Supervisory Board of AS Eesti
Uhispank.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 41950477 votes,
92 shareholders/representatives,
99,597 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 169169 votes,
11 shareholders/representatives,
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 9
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Mart Avarmaa.
Appendix: Consent by Mart Avarmaa.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42099176 votes,
92 shareholders/representatives,
99,950 % of registred votes.
Negative vote: 5270 votes,
2 shareholders/representatives,
0,013 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 15200 votes,
9 shareholders/representatives,
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 10
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Monica Brigitta Caneman.
Appendix: Consent by Monica Brigitta Caneman.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42104153 votes,
92 shareholders/representatives,
99,962 % of registred votes.
Negative vote: 193 votes,
1 shareholders/representatives,
0,000 % of registred votes.
Unbiased: 654 votes,
2 shareholders/representatives,
0,002 % of registred votes.
Didn't vote: 15200 votes,
9 shareholders/representatives,
0,036 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 11
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Mats Kjaer.
Appendix: Consent by Mats Kjaer.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42090719 votes,
91 shareholders/representatives,
99,930 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 28927 votes,
12 shareholders/representatives,
0,069 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 12
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Tiit Kouhkna.
Appendix: Consent by Tiit Kouhkna.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42084746 votes,
84 shareholders/representatives,
99,916 % of registred votes.
Negative vote: 5847 votes,
6 shareholders/representatives,
0,014 % of registred votes.
Unbiased: 13437 votes,
3 shareholders/representatives,
0,032 % of registred votes.
Didn't vote: 16170 votes,
11 shareholders/representatives,
0,038 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 13
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Andres Lipstok.
Appendix: Consent by Andres Lipstok.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42104346 votes,
93 shareholders/representatives,
99,962 % of registred votes.
Negative vote: 100 votes,
1 shareholders/representatives,
0,000 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 15200 votes,
9 shareholders/representatives,
0,036 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 14
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Aadu Luukas.
Appendix: Consent by Aadu Luukas.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42053292 votes,
89 shareholders/representatives,
99,841 % of registred votes.
Negative vote: 395 votes,
2 shareholders/representatives,
0,001 % of registred votes.
Unbiased: 13254 votes,
2 shareholders/representatives,
0,031 % of registred votes.
Didn't vote: 53259 votes,
11 shareholders/representatives,
0,126 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 15
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Tord Martin Olofsson.
Appendix: Consent by Tord Martin Olofsson.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42102396 votes,
92 shareholders/representatives,
99,958 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 756 votes,
2 shareholders/representatives,
0,002 % of registred votes.
Didn't vote: 17048 votes,
10 shareholders/representatives,
0,040 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 16
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Enn Pant.
Appendix: Consent by Enn Pant.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42089672 votes,
86 shareholders/representatives,
99,928 % of registred votes.
Negative vote: 1300 votes,
5 shareholders/representatives,
0,003 % of registred votes.
Unbiased: 13354 votes,
3 shareholders/representatives,
0,032 % of registred votes.
Didn't vote: 15874 votes,
10 shareholders/representatives,
0,038 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 17
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Aare Urm.
Appendix: Consent by Aare Urm.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42104346 votes,
93 shareholders/representatives,
99,962 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 654 votes,
2 shareholders/representatives,
0,002 % of registred votes.
Didn't vote: 15200 votes,
9 shareholders/representatives,
0,036 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 18
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Koit Uus.
Appendix: Consent by Koit Uus.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42103779 votes,
90 shareholders/representatives,
99,961 % of registred votes.
Negative vote: 284 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Unbiased: 837 votes,
3 shareholders/representatives,
0,002 % of registred votes.
Didn't vote: 15300 votes,
10 shareholders/representatives,
0,036 % of registred votes.
Chairman of the General Meeting Secretary
AS Eesti Uhispank
Annual General Meeting of Shareholders
RESOLUTION No. 19
Tallinn, 10 April 1999
Pursuant to § 298.1.4 of the Commercial Code and § 21.1.4 of the
Articles of Association of AS Eesti Uhispank, the General Meeting of
Shareholders of AS Eesti Uhispank
has passed the resolution:
1. To elect as a member of the Supervisory Board of AS Eesti
Uhispank: Robert Hendrikus van der Wurf.
Appendix: Consent by Robert Hendrikus van der Wurf.
Total represented: 42120200 votes,
104 shareholders/representatives,
Voted for: 42104446 votes,
94 shareholders/representatives,
99,963 % of registred votes.
Negative vote: 0 votes,
0 shareholders/representatives,
0 % of registred votes.
Unbiased: 554 votes,
1 shareholders/representatives,
0,001 % of registred votes.
Didn't vote: 15200 votes,
9 shareholders/representatives,
0,036 % of registred votes.
Chairman of the General Meeting Secretary
All documents of general meeting will be placed
in Internet, address <a href='http://www.eyp.ee' target='_blank'>http://www.eyp.ee</a>
Additional information:
Liivia Toomik
Head of Juridical Departement
Tel. +372 6655 320
Sisukaart