AS HANSAPANK

ANNOUNCEMENT

15.12.98

 

RESOLUTIONS OF THE STOCKHOLDERS’ EXTRAORDINARY MEETING OF AS EESTI KINDLUSTUS

 

 

On the 14th of December 1998, at the stockholders’ extraordinary meeting of AS Eesti 

Kindlustus /Estonian Insurance Company Ltd./

it was decided:

 

1. To amend the Articles of Association of the public limited company AS Eesti 

Kindlustus regarding the following articles thereof:

 

1.1. The article 2.4 shall be amended as follows:

	“ 2.4. Languages for business management

	The languages used for business management of the Company shall be: Estonian 

and English.”

 

1.2. The first sentence of the article 3.1 shall be amended as follows:

	“The minimum capital of the Company shall be 32,000,000 (thirty-two million) 

Estonian Kroons and the maximum capital 128,000,000 (one hundred and twenty-

eight million) Estonian Kroons.”

 

1.3. The article 6.2.3. shall be amended with the sub-section 3) as follows:

	“or the Auditor”.

 

1.4. The second sentence of the article 6.2.5 shall be amended as follows:

	“Should the number of votes specified in this article be not represented at the 

general meeting, the Management Board shall call, within three (3) weeks, but 

not earlier than after seven (7) days passed, a new meeting with the same 

agenda.”

 

1.5. The article 6.3.6 shall be amended as follows:

	“6.3.6. A meeting of the Supervisory Board shall be entitled to pass 

resolutions if more than one-half of the members of the Supervisory Board 

personally participate at the meeting. No member of the Supervisory Board can 

be represented at any meeting or passing resolutions therein by another member 

of the Supervisory Board or any third person.”

 

1.6. The second sentence of the article 6.3.7 shall be amended with the following 

sentence:

	“In case of a split resolution, the chairman of the Supervisory Board shall 

have the casting vote.”

 

1.7. The second sentence of the article 6.3.8 shall be amended as follows:

	“ The minutes shall be signed by all members of the Supervisory Board who 

participated at the meeting and the secretary of the meeting.”

 

2. To confirm the new modification of the Articles of Association for the public 

limited company AS Eesti Kindlustus.

The new modification of the Articles of Association for the public limited 

company AS Eesti Kindlustus has been attached to this resolution.

 

3. To increase the stock capital of the public limited company by a new issue of 

stocks for the company’s stockholders on the following terms and condition as of 

1998-12-14 at 8.00:

 

1.	Total number of new stocks shall be 5 000 000 (five million);

2.	The par value of the new stocks shall be 10 (ten) Estonian Kroons;

3.	The stock capital shall be increased by 50 000 000 (fifty million) Estonian 

Kroons;

4.	The stocks shall be issued as above par - amounting to 5 (five) EEK per stock, 

total amount of being above par shall be 25 000 000 (twenty-five million) 

Estonian Kroons.

5.	The stockholders as of 1998-12-14 at 8.00 shall have the pre-emptive 

subscription right to the new stocks in proportion to the total amount of par 

values of their stocks;

7.	If the total amount of par values of any stockholder’s stocks does not give the 

right to subscribe a full number of new stocks, the pre-emptive subscription 

right shall be rounded off to the nearest full number;

8.	The subscription term for new stocks: from 1998-12-14 to 1998-12-28, whereas 

the Supervisory Board of the public limited company shall be entitled to 

complete the subscription more earlier if the subscribed stocks will cover the 

extent up to which the stock capital has been intended to increase;

9.	Place for subscription: 4 Valli Street, Tallinn;

10.	A subscriber to new stocks shall be obliged to make his/her payment therefor 

within three days from the subscription to the bank account of AS Eesti 

Kindlustus 1120094380 with Hansabank, code 767;

11.	The stocks shall be paid in by monetary contributions according to the issue 

price for the stocks;

12.	In case of any failure of the subscription to new stocks, the Management Board 

of the public limited company may prolong the term therefor or nullify the 

stocks which have not been subscribed to in due time;

13.	Should the Management Board prolong the term for subscription to stocks, all 

and any stockholder as of 1998-12-14 at 8.00 shall be entitled to subscribe for 

the new stocks not being subscribed in due time.

 

 

Additional information:

Mart Einpalu

AS Eesti Kindlustus

Chairman of the Board

Phone: +372 6207 800

 

 

HANSABANK Ltd.

 

 

Margus Kisel

Analyst

Tel. +372 6131 569