PENNU COMPUTER TECHNOLOGY GROUP

ANNOUNCEMENT

22.12.98

 

 

DECISIONS AND MATERIALS OF THE GENERAL MEETING OF PENNU COMPUTER TECHNOLOGY 

GROUP SHAREHOLDERS

 

Pennu Computer Technology Group hereby presents to the Tallinn Stock Exchange 

the decisions and voting results of the 22.12.98 general meeting of 

Pennu Computer Technology Group shareholders.

 

803 633 votes represented by shares were present, i.e. 50,23 % of the votes 

represented by Pennu Computer Technology Group shares.

 

DECISIONS MADE:

1. Overview of the results of the 1997/98 economic year

Lembit Abileid presented an overview about the results of the 1997/1998 

economic year, and proceeding from the suggestions of the Management Board 

and based on § 298 section 2 of the Commercial Law, the general meeting 

d e c i d e d:

 

1.1 To acknowledge the results of the 1997/1998 economic year.

 

For: 803 633

Against: 0

Different opinions: 0

 

2. Approval of the 1997/98 audited financial statements

Member of the Management Board Lembit Abileid presented the accounting 

financial statements, activity report, and the auditor's opinions. 

Proceeding from the suggestions of the Management Board, opinion of the 

auditor and Supervisory Board's approval, and based on § 298 section 1 

article 7 of the Commercial Law and article 6.9.8. of the statutes, 

the general meeting

d e c i d e d:

 

2.1 To approve the financial reports of 1997/1998 economic year, which is 

added to the minutes, with the balance sheet volume of 83 504 825 EEK, 

(163 951 978 EEK)

 

For: 802 893

Against: 500

Different opinions: 0

 

3. Profit distribution of 1997/98 

Proceeding from the profit distribution suggestion changed by the 

Supervisory Board, and based on § 298 section 1 article 7 of the 

Commercial Law and article 6.9.8. of the statutes, the general meeting

d e c i d e d:

 

3.1 To distribute the profit on the following conditions:

1); Amount of the gross profit: 4 281 847 EEK

2); Provisions to reserve capital: 214 092 EEK 

3); Provisions to other reserves: 0 EEK

4); Profit distributed between shareholders: 0 EEK

5); Retained earnings: 8 891 116 EEK 

 

For: 803 610

Against: 3

Different opinions:0

 

4. Changes in statutes

Proceeding from the suggestions of the Management Board, and based on § 298 

section 1 article 1 of the Commercial Law and article 6.9.1 of the statutes, 

the general meeting

d e c i d e d:

 

4.1 To change the statutes of the company, approving it in a new 

redaction, which is added to the current decision.

 

For: 802 993

Against: 0

Indifferent: 640

Different opinions: 0

 

5. Recall of the members of the Supervisory Board

Due to ending of the term, and based on § 298 section 1 article 4 of 

the Commercial Law and article 6.9.5. of the statutes, the general meeting

d e c i d e d:

 

5.1 Recall the following members of the Supervisory Board:

5.1.1 Vello Vensel

For: 803 253

Against: 0

 

5.1.2 Raivo Pavlov

For: 803 393

Against: 0

 

5.1.3 Arne Kalm

For: 802 993

Against: 0

 

6. Election of the new members of the Supervisory Board

Based on § 298 section 1 article 4 of the Commercial Law 

and article 6.9.5. of the statutes, the general meeting

d e c i d e d:

 

6.1 To elect the members of the Supervisory Board:

6.1.1 Toomas Leis

For: 802 650

Against: 0

 

6.1.2 Andri Hõbemägi

For: 803 633

Against: 0

 

 

6.1.3 Andres Rätsep

For: 803 393

Against: 0

 

 

6.1.4 Indrek Rahumaa

For: 803 633

Against: 0

 

7. Determining the number of auditors

Proceeding from the suggestions of the Management Board, and based on 

§298 section 1 article 5 and § 328 article 6.9.6. of the statutes, the 

general meeting d e c i d e d:

 

7.1 To appoint 1 auditor to audit the economic year of 1998/99

 

For: 803 633

Against: 0

Different opinions: 0

 

8. Appointment of the auditor

Proceeding from the suggestions of the Management Board, consent of the 

auditor, and based on §298 section 1 article 5 and § 328 of the Commercial 

Law, and article 6.9.6. of the statutes, the general meeting

d e c i d e d:

 

8.1 To appoint Taivo Epner from KPMG Estonia to be the auditor of the 1998/99 

economic year.

8.2 To pay for the services of the auditor in accordance with the contract 

made by the Management Board with the auditing company.

 

For: 803 633

Against: 0

Different opinions: 0

 

9. Determination of the duration of the auditor's proxies

Proceeding from the suggestions of the Management Board, and based on §298 

section 1 article 5 and § 328 of the Commercial Law, and article 6.9.6. of 

the statutes, the general meeting

d e c i d e d:

 

9.1 Determine 1998/99 economic year to be the term of the auditor's proxies. 

 

For: 803 493

Against: 0

Different opinions: 0

 

10. Perspectives and goals of the 1998/99 economic year

Indrek Rahumaa introduced the provisions made on the economic results of the

second half of 1998.

Arho Anttila introduced the Management Board's plans for the 1999 economic year.

Proceeding from the suggestions of the Management Board, and based on § 298 

section 2 of the Commercial Law, the general meeting

d e c i d e d:

 

10.1 To acknowledge the results of the provisions made in the second 

half of 1998 

 

For: 803 633

Against: 0

Different opinions: 0

 

10.2 To approve the Management Board's 1999 action plan and goals.

 

For: 803 130

Against: 0

Different opinions: 0

 

 

OTHER MATERIALS DISCLOSED ON THE GENERAL MEETING OF THE SHAREHOLDERS

 

Pennu Computer Technology Group hereby presents to the Tallinn 

Stock Exchange all materials presented to the 22.12.98 general meeting of

shareholders in Tallinn.

 

After the acquisition of 50% of the Pennu Computer Technology Group, the

new Management Board conducted a thorough internal control, where all the

transactions of the recent months, their backgrounds and their influence

on the company's economic results were analysed.

 

As a result of the control, the loss from the transactions of the 1998/99 

economic year of the Pennu Computer Technology Group was determined:

 

The company had a loss of 332 375 EEK from the 18.10.98 sale of 30% of the 

ID Süsteemide AS shares,

The company had a loss of 455 750 EEK from the 27.10.98 alienation and discount 

of the 5000 Hansapank shares,

The company had a loss of 11 299 198 EEK from the 28.10.98 alienation of the

shares of AS Järve Kinnisvara Hooldus.

 

Total loss from the above-mentioned transactions was 12 087 323 EEK.

 

After the analysis of the balance sheet, the Management Board considers that 

it is necessary and reasonable to include the following provisions:

 

100 % AS PCT Liisingu shares  - 3 869 044 EEK

15 million EEK loan given to AS PCT Liising - 8 000 000 EEK

Provisions to the accounts receivable - 3 000 000 EEK

 

Total provisions - 14 869 044 EEK

Owners' equity after provisions - 14 067 848 EEK.

 

Pennu Computer Technology Group pro forma balance sheet as at 22.12.1998 

(million EEK):

 

Assets -

Current assets     		 27.6

Non-current assets      	 12.6

Assets				 40.2

 

Liabilities and owners' equity -

Current liabilities              20.0

Non-current liabilities           6.1

Owners' equity   		 14.2

Liabilities and owners' equity   40.2

 

Restructuring schedule.

 

During the second half of the economic year of 1998/99, the Pennu Computer 

Technology Group concentrates on restructuring of the organisation, which 

starts with specific analyses of the situation and market, and determination 

of the strategy and the company's structure. The main restructuring phase 

based on the results of the analysis will presumably take place in February

and March, when also the formation of the 1999/2000 economic year's action

plan and budget should start. 

 

 

Arho Anttila,

Member of the Management Board

Tel: +372 650 5402