LEKS KINDLUSTUSE AS

ANNOUNCEMENT

21.05.1999 

 

 

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF LEKS KINDLUSTUSE AS 

SHAREHOLDERS 

 

The annual general meeting of Leks Kindlustuse AS shareholders took 

place on 20.05.1999. According to the agenda announced and materials 

distributed to the shareholders, the following resolutions were 

made:

 

1. To approve the 1998 annual report, as composed by the Management 

Board and approved by the Supervisory Board. 

For: 99.66% of shareholders represented on the AGM.

 

2. To approve the proposed amendments to the Articles of Association 

of Leks Kindlustuse AS. 

The following amendments were made to the Articles of Association: 

number of the Supervisory and Management Boards members will be 

three to seven for both. The Articles of Association were also 

conformed with the provisions of the Commercial Code.

For: 99.71% of shareholders represented on the AGM.

 

 

3. To recall the following members of the Supervisory Board: Tõnu 

Mägi and Toivo Kuldkepp (based on the respective applications of 

these members).

The Supervisory Board will consist of five members: Indrek Holst, 

Eero Sirendi, Kalle Kaldjärv and Otu Sukles as new members, and 

Christoph Dorschel (representative of Swiss Reinsurance Company), 

who was also a member of the previous Supervisory Board.

 

4. To appoint Taivo Epner and Ene Makus of KPMG Estonia to audit the 

company’s financial statements in financial year 1999. 

For: 99.72% of shareholders represented on the AGM.

 

5. To reduce the volume of share capital of Leks Kindlustuse AS 

through cancellation of treasury shares and 4 900 000 shares. Since 

the goal of share capital reduction was to cover the last year’s 

loss, the share capital will be reduced in simplified form 

(Commercial Code of the Republic of Estonia, § 362).

 

The volume of share capital will be reduced via cancellation of 

4 900 000 existing shares. In the course of share capital reduction, 

the shares held by shareholders will be cancelled proportionally 

with the volume of holding. The fractions of shares occurring upon 

proportional decrease will be rounded downwards. The rounded 

fractions of the shares will be compensated to shareholders based on 

the nominal price of shares, no later than one month after the 

registration of share capital reduction in the Commercial Register.

The list of shareholders, whose shares will be cancelled, will be 

fixed as of 04.06.1999, at 08:00 AM. To register the cancellation of 

shares in the company’s shareholders list, to apply for cancellation 

of the shares on the accounts of persons registered as the company’s 

shareholders in the Estonian Central Depository for Securities as of 

04.06.1999, at 08:00 AM, and to replace the cancelled shares with 

cancellation notes.

For: 90.85% of shareholders represented on the AGM.

 

5.2. To approve the conditions for share issue, and to conduct the 

issue of Leks Kindlustuse AS shares on the following conditions:

To issue 2 510 560 ordinary shares at nominal and issue price of EEK 

10. Each shareholder of Leks Kindlustuse AS has a right to exercise 

the subscription right for shares to be issued (list of eligible 

persons will be fixed as of 04.06.1999, at 08:00 AM). As an 

alternative to subscription for the shares to be issued, a person 

holding subscription rights is entitled to use these to subscribe 

and acquire warrants in Leks Kindlustuse AS, the subscription for 

which will take place concurrently with the subscription for shares. 

Warrant is an electronic security entitling the holder to request 

the issue of shares at price of 12.- EEK per share in one year after 

the end date of the subscription period, doing it in accordance with 

the issue conditions. The shareholders can exercise their pre-

emptive right to subscribe for shares or warrants during the period 

of 21.06.1999 - 30.06.1999. Payment for shares subscribed must be 

made upon subscription. Payment for warrants does not have to be 

made upon subscription.

Upon undersubscription, the Management Board of Leks Kindlustuse AS 

is entitled to cancel the shares, or extend the subscription 

deadline in 15 days after the end of subscription period.

The complete issue conditions are available for introduction at the 

location of Leks Kindlustuse AS (Narva road 59, Tallinn).

New volume of the share capital of Leks Kindlustuse AS (i.e. after 

simplified reduction and full payment of share capital) is 

51 142 240.00 EEK.

For: 91.36% of shareholders represented on the AGM.

 

6. To approve the sale of 100% shareholding in Leks Elukindlustuse 

AS to Ühispanga Elukindlustuse AS.

For: 91.16% of shareholders represented on the AGM.

 

 

 

 

Pille Kaselo

PR Manager

Tel. +372 50 87 962

 

Ivo Viires

Director of Legal Affairs

Leks Kindlustuse AS