Andmed seisuga: 30.11.2024 05:27 (GMT+2)
Hansapank NEWS RELEASE 04/03/2003
DECISIONS OF THE ANNUAL GENERAL MEETING
The 2003 Annual General Meeting of Shareholders held on 3 April 2003,
decided:
1. ANNUAL REPORT OF FINANCIAL YEAR 2002
Having reviewed the annual accounts and management report (jointly:
Annual Report), together with the auditors’ report and the proposal
for distribution of profits, the Annual General Meeting resolved to
approve the Annual Report of 2002 and distribute the profit as
follows:
The 2002 net income in the amount of 1,746,732,945 (one billion seven
hundred and forty six million seven hundred and thirty two thousand
nine hundred and forty five) kroons (111,636,296 euros) will be
distributed together with the retained earnings from the previous
periods in the amount of 3,270,557,542 (three billion two hundred and
seventy million five hundred and fifty seven thousand five hundred and
forty two) kroons (209,026,190 euros).
To distribute the total retained earnings of 5,017,290,487 (five
billion seventeen million two hundred and ninety thousand four hundred
and eighty seven) kroons (320,662,486 euros) as follows:
to pay 476,052,654 (four hundred and seventy six million fifty two
thousand six hundred and fifty four) kroons (30,425,232 euros) as
dividends (6.00 kroons per share);
to allocate 485,000 (four hundred and eighty five thousand) kroons
(30,997 euros) to statutory reserves; and
to retain 4,540,752,833 (four billion five hundred and forty million
seven hundred and fifty two thousand eight hundred and thirty three)
kroons (290,206,257 euros) undistributed.
The date of closing the list of shareholders entitled to receive
dividend shall be 17 April 2003 at 8:00 a.m. The dividend shall be
paid out on 25 April 2003.
2. AMENDMENTS TO ARTICLES OF ASSOCIATION
2.1 To amend and supplement the Articles of Association as follows:
2.1.1 To supplement Article 26 of the Articles of Association and
stipulate it as follows:
" 26. Liability of Members of the Management Board
(1) The members of the Management Board who cause damage to the Bank
by violation of their obligations, shall be jointly and severally
liable for compensating for the damage caused.
(2) The members of the Management Board shall perform their
obligations arising from law, these Articles of Association or
agreement concluded with them with the diligence normally expected
from a member of a management board. The members of the Management
Board must be loyal to the Bank.
(3) The limitation period for assertion of a claim against a member of
the Management Board shall be five (5) years from the occurrence of
the violation.
(4) The members of the Management Board shall be obliged to keep the
Bank's business and bank secrets."
2.1.2 To amend Section 34 (1) of Articles of Association and stipulate
it as follows:
"34. Preparation, Presentation and Approval of the Annual Report
(1) After the end of the financial year the Management Board shall
prepare the annual accounts and management report (hereinafter
jointly: Annual Report) according to the procedure provided by law and
present the Annual Report together with the auditors’ report and the
proposal for profit distribution to the General Meeting."
2.2 To approve the revised Articles of Association.
3. RECALLING OF MEMBERS OF THE COUNCIL
To recall all members of the Council:
Anders Folke Sahlén, Annika Wijkström, Staffan Crona, Lars-Erik Kvist,
Lennart Lundberg, Tiina Mõis, Gunnar Okk, Meelis Milder and Endel
Siff.
4. ELECTING MEMBERS OF THE COUNCIL
To elect the following nine individuals as members of the Council:
Anders Folke Sahlén, Staffan Crona, Lars-Erik Kvist, Lennart Lundberg,
Tiina Mõis, Gunnar Okk, Meelis Milder, Endel Siff and Robert
Charpentier.
5. DECIDING OVER COUNCIL MEMBERS’ REMUNERATION
In accordance with Section 326 of the Commercial Code, the determine
the remuneration of Council members as follows:
5.1 For performing his or her duties, the Chairman of the Council
shall be paid a monthly fee of 30 000 kroons;
5.2 For performing their duties, Members of the Council, other than
the Chairman, shall be paid a monthly fee of 5000 kroons. In addition,
Members of the Council, other than the Chairman, shall be paid a fee
of 5000 kroons for every Council meeting attended;
5.3 To task the Board to execute the above resolutions.
6. ELECTING THE AUDITOR
6.1 In accordance with Section 328 of the Commercial Code and Section
94 (1) of the Credit Institutions Act, to elect Mr Veikko Hintsov,
auditor’s certificate No. 328, domicile Tallinn, from the audit firm
AS Deloitte & Touche Audit, registration code No 10687819, as the
Bank’s independent auditor for the financial year 2003;
6.2 The auditor shall be remunerated pursuant to an agreement to be
concluded between the auditor and the Board of Management;
6.3 To authorise the Board of Management to conclude an audit service
agreement with the audit firm AS Deloitte & Touche Audit.
Mart Tõevere
Head of investor relations
+372 6131 569