REVAL HOTELLIGRUPP

ANNOUNCEMENT

30.03.99

 

ANNUAL GENERAL MEETING OF REVAL HG SHAREHOLDERS 

 

The Management Board of Reval Hotel Group hereby announces that the 

annual general meeting of the shareholders of Hotelligrupi AS 

(Commercial Register code 10041810, address Tallinn) will be convened 

on Friday, April 30, 1999, at 16.00, in the conference center of Hotel 

Central (Tallinn), Forum hall, address Narva road 7, Tallinn. The 

agenda of the AGM will be the following:

 

1. Approval of 1998 annual report and profit distribution.

 

Starting from 16.04.99, the 1998 annual report is available for 

introduction during the workdays, 9.00 - 16.00, in the office of Reval 

Hotelligrupi AS, in Tallinn, Narva road 30. 

 

2. Appointment of auditor

 

3. Amendments to the Articles of Association

3.1.	To change the 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 and eighty-four thousand twenty) kroons, and maximum capital is 

163 537 680 (one hundred and sixty-three million five hundred and 

thirty-seven thousand six hundred eighty) kroons. The company’s share 

capital can be increased or reduced within the limits of minimum and 

maximum share capital without amending the present Articles of 

Association (hereinafter the Articles). 

 

3.2. 	To change the 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 has a right to increase the 

share capital within three years from the approval of the amendments to 

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

 

3.3. 	To change the numeration of the article 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. To concord article 7.2.9. of the Articles of Association with the 

new wording of § 299 section 1 of the Commercial Code, and approve it 

in the following wording:

 

7.2.9. The General Meeting has made a resolution, when more than half 

of the votes represented on the General Meeting are affirmative, except 

for deciding on the articles 7.2.7.(1), 7.2.7.(2), 7.2.7.(7), 7.2.7.(9) 

of the Articles of Association, when minimum of 2/3 of the affirmative 

votes represented on the General Meeting is needed, and in other cases 

provided by law.

 

3.5. To change the 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 is eligible to 

conclude transactions determined in the Articles of Association only 

with the approval of the Supervisory Board.  The company’s Management 

Board consists of 4 to 6 members, according to the decision of the 

Supervisory Board.

 

4. Authorization to the Supervisory Board to increase the share capital 

 

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

Hotelligrupi AS, to authorize the Supervisory Board of Reval 

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

 

Within the limits of its competence, the Supervisory Board is obligated 

to make the decision regarding the number of shares to be issued and 

share premium Nõukogu by August 31, 1999, at the latest. The issue 

price of the shares to be issued (i.e. nominal value and share premium) 

cannot be below the average closing price of the Reval Hotelligrupp AS 

shares on the Tallinn Stock Exchange of thirty (30) stock exchange days 

prior to the date of the Supervisory Board’s respective decision.

 

Upon registration, the shareholder or the representative needs to 

present an identification document. The legal representative of a legal 

person shareholder needs to present a copy of the Commercial Register 

card; the representative also needs to present a proxy along with the 

copy of the Commercial Register card. The registration for the AGM 

starts on April 30, 1999, at 15.30. 

 

The shareholders’ voting rights on the AGM are determined according to 

the standings of the shareholders’ register as of April 30, 1999, 8:00 

AM.

 

 

Andres Liinat

Chairman of the Management Board

Tel +372 627 4444