KLEMENTI

ANNOUNCEMENT

 

RESOLUTIONS OF SHAREHOLDERS' ANNUAL GENERAL MEETING

 

On 24.03.2000 the annual general meeting of AS Klementi 

shareholders adopted the company's 1999 consolidated annual report, 

with balance sheet size of EEK 78,960,514 and net profit for the 

year of EEK -2,795,272, and auditor's report.

 

The AGM also approved the profit allocation proposal made by the 

Management Board, whereby the amount of net loss posted by the 

parent company's in year 1999 will be transferred to the account of 

retained earnings. No dividends will be paid from the account of 

retained earnings.

 

The AGM resolved to increase AS Klementi capital stock volume by 

EEK 11 million to EEK 35,250,000, with an aim to finance 

acquisition and renewal of fixed assets. For this purpose the 

company will issue 1,100,000 nominal ordinary shares at EEK 10 par 

value and EEK 10 issue value. The AGM granted the pre-emptive 

subscription right for the shares to be issued to P.T.A. Group 

OY-le, whereas P.T.A. Group OY will pay for the shares in money in 

amount of EEK 8,550,000, and with non-monetary payment of EEK 

2,450,000 (settlement of accounts in relation with the loan 

agreement).

 

Aiming to enhance the production efficiency, AS Klementi intends to 

build a new logistics center. The new center will enable to handle 

all raw materials shipments received by P.T.A. Group OY concern.

 

The AGM resolved to issue 200,000 nominal convertible bonds at EEK 

10 face value and EEK 10 issue value in order to finance building 

of new logistics center. The AGM granted the pre-emptive 

subscription right for convertible bonds to be issued to P.T.A. 

Group OY. The convertible bonds' annual interest rate is 5%; bonds 

will be redeemed in 2010.

 

The AGM resolved to recall Andres Toome from the Supervisory Board 

based on his resignation application, to be replaced by Mr. Henry 

Aljandi of Eesti Ühispank.

 

The AGM set the amount of remuneration of Supervisory Board members 

at 1% of financial year's net profit for each Supervisory Board 

member, but not less than EEK 20,000 and not more than EEK 40,000 

per year, whereas the Supervisory Board member holds a right to 

decline the aforementioned remuneration amount. Resolution is 

effective as of 01.01.2000.

 

The AGM appointed Marek Sukk of AS KPMG Estonia to audit the 

company's financial statements in year 2000. 

 

Shareholders decided that until the next annual general meeting, 

the company's official announcements will be published in 

newspapers "Päevaleht" and "Postimees".

 

 

Madis Võõras

Chairman of the Management Board

 

 

Marika Sürje

Secretary

+372 6 710 700