REVAL HOTELLIGRUPP

ANNOUNCEMENT

03.05.99

 

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF REVAL HOTELLIGRUPI AS 

SHAREHOLDERS

 

30.04.99 annual general meeting of Reval Hotel Group shareholders 

discussed the following issues:

 

1. Approval of 1998 annual report and profit distribution

2. Appointment of auditor

3. Amendments to the Articles of Association

4. Authorization of the Supervisory Board to increase share capital 

volume.

 

64.29% of total votes represented with shares participated in the AGM. 

 

the annual general meeting of shareholders resolved:

 

 

1. APPROVAL OF 1998 ANNUAL REPORT AND PROFIT DISTRIBUTION

 

1.1.	Approve the 1998 annual report of Reval Hotelligrupi AS.

 

1.2.	Distribute the net profit earned by Reval Hotelligrupi AS in 1998 

totaling 23 774 593 EEK as follows:

	transfer to the account of mandatory 

	reserve capital:	 1 188 730 EEK

	not to distribute:	22 585 863 EEK

 

 

2. APPOINTMENT OF AUDITOR

 

2.1.	Appoint Urmas Kaarlep and Hanno Lindpere of AS 

PriceWaterhouseCoopers to audit the financial statements of Reval 

Hotelligrupi AS in the financial year of 1999.

 

2.2.	Authorize the Manager to hold negotiations with the auditors 

regarding their remuneration, and to conclude the necessary contracts.

 

 

3. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

3.1.	Change article 4.1. of the Articles of Association and approve it 

in the following wording:

 

4.1.	Share capital 

The company’s minimum share capital is 40 884 420 (forty million eight-

hundred eighty four thousand four hundred and twenty) EEK and maximum 

share capital on 163 537 680 (one hundred sixty-three million five-

hundred thirty seven thousand six-hundred and eighty) EEK. The company 

can increase and decrease the volume of share capital within the limits 

of minimum and maximum share capital without the obligation to change 

the Articles of Association (hereinafter Articles). 

 

3.2. 	Change article 4.2.4. of the Articles of Association and approve 

it in the following wording:

 

4.2.4. The Supervisory Board of the company is entitled to increase 

share capital in three years from the approval of the current redaction 

of the Articles of Association in the order provided by law.

 

3.3. 	Change the numeration of subarticle 5.8. of the Articles of 

Association and approve article 5.8. in the following wording:

 

5.8. Disposal of shares

5.8.1. The share is freely disposable. 

 

3.4 Change two first sentences of article 7.2.6 of the Articles of 

Association 

The annual general meeting can make resolutions when more than half of 

the votes represented by shares are present.

 

3.5. Conform article 7.2.9. of the Articles of Association with the new 

redaction of § 299 section 1 of the Commercial Code and approve it in 

the following wording:

 

7.2.9. The annual general meeting has made a resolution when more than 

half of the votes represented on the AGM have given a vote in favor of 

it, except on deciding on issues regarding the articles 7.2.7.(1), 

7.2.7.(2), 7.2.7.(7), 7.2.7.(9) of the Articles of Association, in 

which case at least 2/3 of the votes represented on the AGM have given 

a vote in favor of it, and in other cases provided by law.

 

3.6. Change article 7.4.1. of the Articles of Association and approve 

it in the following wording:

 

7.4.1. The Management Board is the managing body of the company, which 

represents and manages the company. 

The Management Board can conclude transactions provided by the Articles 

of Association with the consent of the Supervisory Board. The company’s 

Management Board consists of 1 to 6 members, according to the 

resolution of the Supervisory Board.

 

3.7.  Approve the new redaction of the Articles of Association.

 

 

4. AUTHORIZATION OF THE SUPERVISORY BOARD TO INCREASE SHARE CAPITAL 

VOLUME

 

Based on article 4.2.4. of the Articles of Association of AS Reval 

Hotelligrupi AS, to authorize the Supervisory Board of Reval 

Hotelligrupi AS to increase the share capital of Reval Hotelligrupi AS.

 

The Supervisory Board must decide upon the number of shares to be 

issued and premium by 31.08.1999 at the latest. The issue price of the 

shares to be issued (i.e. par value plus premium) cannot be lower than 

the average closing price of Reval Hotelligrupp AS shares on the 

Tallinn Stock Exchange during thirty (30) stock exchange days preceding 

the date of Supervisory Board’s decision.

 

 

Andres Liinat

Manager

Tel +372 62 74 444