REVAL HOTELLIGRUPI AS

ANNOUNCEMENT

13.08.99

 

EXTRAORDINARY MEETING OF REVAL HOTEL GROUP AS SHAREHOLDERS 

 

The Management Board of Reval Hotel Group AS hereby announces that 

the extraordinary general meeting of shareholders of Reval Hotel 

Group AS (registry code 10041810, located in Tallinn) will be 

convened 

on Wednesday, 25.08.1999 at 16:00 in Apella B conference hall of 

hotel 

Central (address: Tallinn, Narva Rd. 7). 

 

Agenda of the meeting: 

1. Cancellation of resolutions of the 28.06.1999 general meeting of 

shareholders

2. Increase of share capital

 

The 28.06.1999 general meeting of shareholders resolved to increase 

the company's share capital and authorized the Management Board of 

Reval Hotel Group AS to begin negotiations with financial 

investors. 

During the course of the negotiations, however, it has become 

evident 

that the investors prefer to subscribe for shares and make the 

respective 

payments separately. The Management and Supervisory Boards 

therefore 

propose to change the conditions for share issue.

 

Cancellation of the 28.06.1999 resolution is also necessary in 

order to 

avoid misleading legal interpretations. The general meeting of 

shareholders 

resolved on 28.06.1999 to increase the share capital of Reval Hotel 

Group 

in two tranches: in the course of the first issue, the volume of 

share 

capital will be increased to the level of 50 884 420 EEK, and in 

the course 

of the second issue to the level of 59 384 420 EEK. The 30.04.1999 

general 

meeting of shareholders resolved to amend the Articles of 

Association of 

Reval Hotel Group AS, including changing of the minimum and maximum 

volumes 

of share capital stated in the Articles of Association. The 

respective 

Commercial Registry entry was made on 14.07.1999. Pursuant to 

section 2 of 

§300 of the Commercial Code, the resolution of the shareholders' 

general 

meeting regarding the amendments to the Articles of Association 

will become 

effective after the respective Commercial Registry entry is made. 

Therefore, 

at the time the 28.06.1999 general meeting resolved to increase the 

company's 

share capital, the volume of share capital registered in the 

Commercial 

Registry was 49 840 000 EEK.

 

In order to meet the investors' requests and avoid possible legal 

disputes, 

the Supervisory Board of Reval Hotel Group AS will hereby make a 

proposal 

to resolve the following:

 

1.      Cancel the resolutions of the 28.06.1999 shareholders' 

general meeting.

 

2.

2.1.    Increase Reval Hotel Group AS share capital by 10 000 000 

EEK via issue 

of 1 000 000 new shares at 10 EEK par value and issue price of 25 

EEK above 

par per share.

 

2.2. Direct the share issue to financial investor(s) found by the 

Management 

Board or the persons authorized by the Management Board of Reval 

Hotel Group 

AS via negotiations. 

 

2.3.    The shareholders are not granted the pre-subscription 

right.

 

2.4.    The subscription period will last from 01.10.1999 until 

25.12.1999. 

Subscription for shares and payment for shares subscribed can be 

done separately; 

payment, however, must take place within the pre-determined time 

period. 

Subscription for shares will take place at the location of the 

management of 

Reval Hotel Group AS. 

 

2.5.    Payment for shares subscribed will take place in the form 

of money 

transfers to the bank account of Reval Hotel Group AS.

 

2.6.    To grant the Management Board a right to extend the 

subscription or 

payment periods, or to cancel the shares, which were not subscribed 

for during 

the subscription period.

 

2.7.    The shares to be issued entitle the shareholders for 

dividends as of the 

financial year of 1999.

 

3.

3.1.    Increase the share capital of Reval Hotel Group AS by 8 500 

000 EEK via 

issue of 850 000 new shares at 10 EEK par value and issue price of 

25 EEK above 

par per share.

 

3.2.    Direct the share issue to the International Finance 

Corporation (IFC).

 

3.3.    The shareholders are not granted the pre-subscription 

right.

 

3.4.    The subscription period will last from 01.12.1999 until 

30.01.2000. 

Subscription for shares will take place at the location of the 

Management Board 

of Reval Hotel Group AS.

 

3.5. The period of payment for shares subscribed will last from 

01.12.1999 until 

15.02.2000. Payment for shares subscribed will take place in the 

form of money 

transfers to the bank account of Reval Hotel Group AS. 

 

3.6.    To grant the Management Board a right to extend the 

subscription period, 

or to cancel the shares, which were not subscribed for during the 

subscription period.

 

3.7.    The shares to be issued entitle the shareholders for 

dividends as of the 

financial year of 2000.

 

In order to identify the shareholder or its representative, we 

hereby ask the meeting 

participants to bring an identification document. In addition to 

the identification document, 

the representatives also need to bring a written proxy; legal 

representatives of legal 

persons need to bring an excerpt from the Commercial Registry card.

 

The list of shareholders eligible to vote on the general meeting 

will be determined based 

on the shareholders' list as of 8:00 AM on 25.08.1999. Registration 

of the EGM participants 

will begin 30 minutes before the beginning of the meeting at the 

location of the meeting.

 

If you have any further questions regarding the extraordinary 

general meeting of shareholders, 

please contact us at +372 62 74 444.

 

 

Katrin Rasmann

Financial Director

Tel. +372 62 74 444