REVAL HOTELLIGRUPI AS

ANNOUNCEMENT

26.08.99

 

RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF REVAL 

HOTELLIGRUPI 

AS SHAREHOLDERS

 

The extraordinary general meeting of Reval Hotelligrupi AS 

shareholders 

was held on 25.08.99. The following sections contain the grounds 

for 

holding the shareholders’ general meeting and resolutions adopted 

by 

the company’s shareholders. 

 

The resolutions made by 25.08.1999 extraordinary general meeting of 

Reval Hotelligrupi AS shareholders ended the legally controversial 

situation, where the shareholders had expressed their will, but the 

Commercial Registry entries were not in compliance with the 

shareholders’ earlier resolutions.

 

The 30.04.1999 extraordinary meeting of shareholders of Reval 

Hotelligrupi AS resolved to amend the Articles of Association, 

incl. 

increase of maximum share capital to the level of 163 537 680 EEK. 

The 

EGM also resolved to authorize the Supervisory Board of Reval 

Hotelligrupi AS to increase the company’s share capital.

 

The Supervisory Board of Reval Hotelligrupi AS resolved on 

7.05.1999 to 

increase the share capital by 13 000 000 EEK through public issue 

of 

1 300 000 new shares at 10 EEK par value and issue price of 25-30 

EEK 

above par. The final results of the share issue were approved on 

18.06.1999. Total of 725 820 shares were subscribed for in the 

course 

of the public issue, for which the company received 25 404 050 EEK; 

574 170 shares remained unsubscribed.

 

In order to include additional funds to realize the projects of 

Reval 

Hotelligrupi AS, the 28.06.1999 EGM resolved to conduct the share 

issue 

in two tranches: in the course of the first issue directed to 

financial 

investors, the volume of share capital will be increased by 10 000 

000 

EEK, and in the course of the second issue directed to IFC by 8 500 

000 

EEK. 

 

Registration of amendments to the Articles of Association and 

registration of share capital increase were both in progress at the 

time the extraordinary meeting of shareholders was held on 

28.06.1999. 

Resulting from the above, the statutory maximum share capital of 

Reval 

Hotelligrupi AS after registration of the respective entries with 

the 

Commercial Registry would have been 163 537 680 EEK and new 

registered 

share capital 48 142 720 EEK.

 

Neither of the aforementioned entries were made when the EGM was 

held 

on 28.06.1999.

Hence in legal terms, the maximum share capital of the company on 

28.06.1999 based on the Articles of Association was 49 840 000 EEK, 

and 

the registered share capital 40 884 420 EEK, although the 

shareholders 

had made the respective resolutions and Reval Hotelligrupi AS had 

received an additional 25 404 050 EEK.

 

The announcement of 28.06.1999 EGM included a projected figure for 

final share capital volume, i.e. volume of share capital after 

registration of the public share issue conducted pursuant to 

7.05.1999 

resolution with the Commercial Registry, and the additional share 

capital, which was to be paid in on the basis of 28.06.1999 

resolutions.

 

The Commercial Registry entry to register new redaction of the 

Articles 

of Association was made on 14.07.1999. Pursuant to section 2 of § 

300 

of the Commercial Code, the resolution of the EGM about amendment 

of 

the Articles of Association will become effective when the 

respective 

entry is made to the Commercial Registry. The shareholders were 

thus 

left with an option to contest the 28.06.1999 resolution on the 

grounds 

that shareholders were not authorized to increase the company’s 

share 

capital above the maximum share capital provided in the Articles of 

Association at the time. Based on the resolutions of the 28.06.1999 

extraordinary general meeting of shareholders, the new share 

capital of 

the company without registration of the public issue of shares 

(resolved on 7.05.1999) with the Commercial Registry would have 

been 50 

884 420 EEK after the first issue (resolved on 25.08.1999) and 59 

384 

420 EEK after the second issue (resolved on 25.08.1999). The 

respective 

figures including the public issue of shares, which was resolved on 

7.05.1999 and registered on 24.08.1999, are 58 142 720 EEK and 66 

642 

720 EEK.

 

In order to avoid possible legal disputes, Reval Hotel Group AS re-

convened the extraordinary general meeting of shareholders.

 

In accordance with the Commercial Registry entry as of 24.08.1999, 

the 

registered share capital of Reval Hotelligrupi AS on 25.08.1999 

(when 

extraordinary general meeting of shareholders was held) amounted to 

48 

142 720 EEK, divided between 4 814 272 shares.

 

Based on the resolution made on 25.08.1999, the projected volume of 

Reval Hotelligrupi AS share capital (i.e. volume of share capital 

after 

subscription and payment for all shares to be issued based on the 

resolution of the EGM) will amount to 66 642 720 EEK. In case the 

investors will not subscribe for all shares to be issued, the 

Management Board of Reval Hotelligrupi AS is entitled to cancel the 

unsubscribed shares; in such case, the actual paid-in amount will 

be 

added to the currently registered share capital.

 

The volume of share capital is considered to be increased when the 

respective entry is made to the Commercial Registry.

 

 

Agenda of the meeting: 

1. Cancellation of resolutions of the 28.06.1999 general meeting of 

shareholders

2. Increase of share capital

 

65.64% of total votes represented by shares attended the meeting. 

 

The EGM resolved the following:

 

1. To cancel the resolutions of the 28.06.1999 general meeting of 

shareholders.

 

2. Increase of share capital.

 

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. Considering that the share capital 

volume of Reval Hotelligrupi AS registered with the Commercial 

Registry 

on 24.08.99 amounts to 48 142 720 EEK, and provided that the 

investors 

will subscribe for all shares to be issued, the new share capital 

of 

Reval Hotelligrupi AS will amount to 58 142 720 EEK.

 

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. Provided that the investors will 

subscribe for all shares to be issued, the new share capital of 

Reval 

Hotelligrupi AS will amount to 66 642 720 EEK.

 

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.

 

The minutes of the EGM are available upon request at the location 

of 

Reval Hotelligrupi AS (Narva Rd. 30, Tallinn) during workdays from 

9:00 

a.m. until 16:30 p.m. as of 1. September 1999.

 

 

Katrin Rasmann

Financial Director

Tel. +372 62 74 444