30.04.1999, Tallinna Farmaatsiatehas, TLN

TALLINNA FARMAATSIATEHASE  AS  

ANNOUNCEMENT

30.04.99

 

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

21 shareholders/representatives participated in the 30.04.1999 AGM of 

Tallinna Farmaatsiatehase AS, representing 80.3% of total votes 

represented with shares. 

 

The annual general meeting of Tallinna Farmaatsiatehase AS shareholders 

resolved: 

 

1.Approve the 1998 annual report of Tallinna Farmaatsiatehase AS along 

with the auditor report.

 

2.Approve the loss of Tallinna Farmaatsiatehase AS in the financial 

year of 1998 in total amount of 92 825 930 EEK. Due to the fact that 

the company earned no profit in 1998, there will be no profit 

distribution between shareholders.

 

3. Recall the members of the Supervisory Board of TFT AS Margus 

Linnamäe, Ülar Maapalu, Inga Kuusik, Valdis Jakobsons and Andres Toome.

 

4. To elect Vitaljis Skrivelis (36), Elita Liela (39) ja Sander Zibo 

(25) new members of the Supervisory Board; not to elect Marcel Vichmann 

a new member of the Supervisory Board.

 

5. Appoint Urmas Kaarlep of AS PriceWaterhouseCoopers to audit the 

financial statements of TFT AS in the financial year of 1999. 

 

6. Approve the new Articles of Association of Tallinna Farmaatsiatehase 

AS in redaction presented by the Management Board.

 

7. Reduction of share capital volume of TFT AS in simplified form, 

through partial cancellation of shares from EEK 37 700 340 to the level 

of EEK 12 500 000, in the course of which 2 520 034 nominal ordinary 

shares will be cancelled. 

The list of shareholders will be fixed as of 17.05.1999.

 

The company’s share capital will be reduced due to decrease in the 

company’s net assets to the level of less than half of the volume of 

share capital, proceeding from what the general meeting must resolve 

on the issue of reduction of share capital (pursuant to § 301 of the 

Commercial Law). In the course of the share capital reduction, the 

shares held by all shareholders will be cancelled proportionally with 

the number of shares owned.

In order to find the number of shares to be cancelled, to round the 

number of shares to be cancelled upwards. Based on the written 

applications the shareholders present to the Management Board, to 

compensate the differences proceeding from rounding of shares in three 

months after registration of the reduction in share capital in the 

Commercial Register on the basis of market price of the share on 

17.05.99.

 

To authorize the Management Board of the company to register the 

reduction of share capital of Tallinna Farmaatsiatehase AS in the 

Commercial Register, and make the respective entries (regarding 

cancellation of shares) to the list of shareholders.

 

8. Increase of share capital via the issuance of new shares for 

additional monetary payments from EEK 12 500 000 to EEK 18 500 000,

in the course of which the company will issue additionally 600 000

nominal shares at par value of EEK 10 per share.

 

The share capital will be increased to stabilize the company’s 

financial standings and inclusion of additional investments.

 

Pursuant to § 345, section 1, of the Commercial Law, the shareholders 

can exercise pre-emptive right to subscribe for the new shares to be 

issued proportionally with the sum of the nominal values of previously 

owned shares. The deadline for pre-emptive subscription right is 

31.05.1999. The shares can be subscribed for in the city of Tallinn. 

The payment for shares subscribed must be made before June 10, 1999.

 

To determine the circle of shareholders with pre-emptive subscription 

right, the shareholders’ list will be fixed as of 17.05.1999. 

 

Upon oversubscription, the provisions of § 346 of the Commercial Law 

will be applied. Upon undersubscription, the provisions of § 347 of 

the Commercial Law will be applied. Upon undersubscription, the 

Management Board is entitled to cancel the shares not subscribed for, 

or extend the subscription period by additional three weeks.

 

The shares to be issued entitle the shareholders for dividends in 

2003 for the financial year 2002.

 

 

Arno Kaseniit

Member of the Management Board

Tel. +372 61 20 201