AS KALEV 

ANNOUNCEMENT

15.06.1999

 

 

AS KALEV MANAGEMENT PROPOSALS FOR THE ANNUAL GENERAL MEETING  

 

In reference to agenda point 1, approval of the annual report for 

1998, propose that the loss for the year be distributed according to 

the following:

 

Cover 1998 loss - 73,417,158.90 EEK as follows:

· share premium account the sum of 29,591,459.00 EEK;

· reserve capital account the sum of 6,828,239.00 EEK;

· retained earnings from prior years the sum of 15,718,692.60 EEK;

 

The remaining loss -21,278,768.30 EEK would be carried as an 

undistributed loss from a prior period. 

 

In reference to agenda point 2, amendments to the articles of 

association, propose the following changes and additions of the AS 

Kalev Articles of Association:

 

AS KALEV ARTICLES OF ASSOCIATION  

 

ON

§ 2    SCOPE OF ACTIVITY

 

2.1 Company's scope of activity is:  

 

a) Every type of confectionery, along with semi-finished products;

b) For wholesale and retail sale, export and import;

c) Purchase, sale, exchange of goods, for export and import, along 

with performance of services;

d) Currency exchange

 

§ 2 Expand point c) to include the following: and transparent customs 

services.   

 

§ 6    GENERAL MEETING

 

ON

6.2 Management will give notice to shareholders at least three weeks 

in advance of an upcoming general meeting.  Notice will be sent via 

mail to each shareholder's given address.  In the event that the 

company has over 500 shareholders, notice of an upcoming general 

meeting will be announced in a newspaper.  When notice has been 

announced in a newspaper, no notice will be sent to shareholders. 

 

§6.2 change- Management will give notice to shareholders at least 

three weeks in advance of an upcoming general meeting.  Notice will 

be sent via mail to each shareholder's given address.  In the event 

that the company has over 100 shareholders, notice of an upcoming 

general meeting will not be mailed.  In this circumstance, notice 

will be given in a nationally circulated, daily newspaper. 

(ÄS § 294)

 

§ 6.2.2. Add - Management will determine the agenda.  If the general 

meeting has been called by shareholders or the auditor, they will 

determine the agenda.    

 

ON

6.4. The general meeting agenda is as follows:

a) Changes in the articles of association;

b) Growth and contraction of share capital;

c) Preparation of bonds;

d) Selection and affirmation of Board of Director members;

e) Selection of the auditor;

f) Establishment of specialized controls;

g) Acceptance the prior year's financial statements and distribution 

of the profit/loss;

h) Decisions on the company future;

i)Management or a member of the Board of Directors or a shareholder 

can petition against decisions and establish an opposing position for 

the company;

j) Changes in rules for a general meeting agenda can be established 

through the presentation of questions.

 

§  6.4.  Expand point h) to read as follows - Presentations on 

decisions for the company future, merging the company and 

reorganizing the company. (ÄS §298)

 

ON

6.5. The general meeting can accept decisions if at least half of the 

shareholder votes are present for a quorum.  If at least half of the 

shareholder votes are not present for a quorum, the management will 

call a new general meeting in three weeks time with the same agenda.  

The new general meeting is competent to accept decisions independent 

of the number of shareholder votes present. 

  

§ 6.5 Change - The general meeting can accept decisions if over half 

of the shareholder votes are present for a quorum or if the changes 

to rules or the articles of association are not expected to need a 

majority of votes. If over half of the shareholder votes are not 

present, the management will call a new general meeting with the same 

agenda in three weeks time but not within seven days of the prior 

general meeting. The new general meeting is competent to accept 

decisions independent of the number of shareholders

 

ON

6.6. The general meeting's decisions are accepted when at least half 

of the present shareholder votes favor the decision or if the changes 

to rules or the articles of association are not expected to need a 

majority of votes. 

  

§ 6.6 Change - The general meeting's decisions are accepted when at 

over half of the present shareholder votes favor the decision or if 

the changes to rules or the articles of association are not expected 

to need a majority of votes. (ÄS § 299)

 

§ 7 MANAGEMENT

 

ON

7.2. Company management has 2-8 members who are selected by the Board 

of Directors for three-year terms.   

 

§ 7.2 Change - Company management has 1-7 members who are selected by 

the Board of Directors for three-year terms. (ÄS § 308)

 

§ 8 RIGHT OF REPRESENATION

 

8.1 Any member of management can represent the company in legal 

matters. 

       

 

§ 8.1-	change "legal matters" to "legally binding matters" (ÄS 

§307)

 

 

§ 9 BOARD OF DIRECTORS

 

ON

9.2. It is necessary for management to call a Board of Directors 

meeting on technical matters that are outside of the normal frame of 

daily operations, including all technical matters pertaining to:  

 

a) Confirmation of the yearly budget;

b) Acquisition of stakes and the ending of other legal relationships;

c) Acquisition, dispossession or discontinuation of the activities of 

an undertaking;

d) Acquisition, dispossession and encumbrance of real estate;

e) Acquisition, dispossession and encumbrance of buildings, 

trademarks and patents;

f) Establishment and closure of foreign branches;

g) Investments, which exceed the amount of expenditures projected for 

the current financial year;

h) Taking of loans and obligations, which exceed the amounts intended 

in the annual budget and the terms of which differ from the ones 

coordinated with the Board of Directors;

i) Granting of loans, since this is outside of the scope of everyday 

operations;

j) Guaranteeing of debt liabilities of third persons;

k) Amortization of irredeemable accounts receivable;

l) Using of profit earned during the current year;

m) Undersigning of any agreements with employees, which grant the 

employees pension and/or compensation after termination of work 

relations.

 

§ 9.2 change-	Consent of the Board of Directors is necessary to 

conclude on behalf of undertaking the transactions, which are outside 

of the scope of everyday operations, especially transactions 

pertaining to:

- Acquisition of stakes and the ending of other legal relationships, 

or

- Acquisition, dispossession or discontinuation of the activities of 

an undertaking, or

- Dispossession or encumbrance of real estate or registered non-fixed 

assets, or

- Establishment and closure of foreign branches, or

- Investments, which exceed the amount of expenditures projected for 

the current financial year, or

- Taking of loans and obligations, which exceed the amounts projected 

for the current financial year, or

- Granting of loans and guaranteeing of obligations, which are 

outside of the scope of everyday operations, or

- Undersigning of agreements with employees, which allow payment of 

allowances and compensations other than statutory after termination 

of work relations.

 

ON

9.4. Every Board of Director has one vote. Decisions by the Board of 

Directors are accepted when over half of the present Board of 

Directors members vote for the decision, except on the following 

issues for which an unanimous vote by all Board of Director members 

is necessary;  

 

a) Purchase, dispossession or encumbrance of real estate and 

buildings

b) Acquisition and dispossession of shareholding in other legal 

persons, except short-term investments

c) Guaranteeing of debt liabilities of third persons

d) Undersigning of any contracts with employees, which grant the 

employees pension and/or compensation after termination of work 

relations.

 

§ 9.4. change (harmonize with §9.2) the list

 

- Acquisition of stakes and the ending of other legal relationships, 

or

- Acquisition, dispossession or discontinuation of the activities of 

an undertaking, or 

- Dispossession or encumbrance of real estate or registered non-fixed 

assets, or

- Establishment and closure of foreign branches, or

- Making of investments, which exceed the expenditures intended for 

the current financial year, or taking of loans and obligations, which 

exceed the expenditures intended for the current financial year, or 

granting of loans and guaranteeing of obligations, which are outside 

of the scope of everyday operations

- Undersigning of any contracts with employees, which allow payment 

of allowances and compensations other than statutory after 

termination of work relations.

            

§11 LIQUIDATION

 

NEW TEXT

 

§ 11 	The company can be terminated upon the decision of the general 

meeting, due to judicial decision or other laws, or through measures 

address in the articles of association. (ÄS §364)

 

§ 12 Both monetary as well as non-monetary payments can be made upon 

liquidation of the company (former §11)

 

 

 

Tiina Altmets

Director of Information

Tel. +372 628 3711