AS VIISNURK

ANNOUNCEMENT

30.06.1999

 

RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF AS VIISNURK 

SHAREHOLDERS

 

The extraordinary general meeting of AS Viisnurk shareholders was 

convened on June 29, 1999 in hotel Strand in Pärnu.

28 shareholders/proxies with 3,186,983 votes (representing 70.84% 

of 

total votes) participated in the meeting.

 

Agenda and resolutions:

 

1. Amendments to the Articles of Association

 

The EGM resolved to amend the following articles of AS Viisnurk 

Articles of Association: 1.2; 1.4; 1.5; 2.2; 2.3; 2.6; 3.2; 3.3; 

3.5; 

3.6; 3.7; 3.9; 3.11; 3.12; 3.13; 4.2; 4.3 as follows:

 

Current article 1.2: Company’s location is Pärnu, address: Suur-Jõe 

48, Pärnu EE3600, Republic of Estonia

New redaction: Company’s location is Pärnu, Republic of Estonia

 

Current article 1.4: Company is a legal person with all rights and 

liabilities proceeding from its status, with its own seal and other 

relevant symbols

New redaction: -

 

Current article 1.5: Company operates in accordance with the 

Commercial Code, other legal acts valid in the Republic of Estonia 

and provisions of the current Articles of Association.

New redaction: -

 

Current article 2.2: Company’s share capital is divided into 

shares. 

Company has one type of nominal shares with par value of 10.00 

(ten) 

Estonian kroons. Each share entitles its holder for 1 (one) vote.

New redaction: Company’s share capital is divided into shares. 

Company has one type of nominal shares with par value of 10.00 

(ten) 

Estonian kroons. Each share entitles its holder for 1 (one) 

separate 

vote.

 

Current article 2.3: Payment for acquisition of the Company’s 

shares 

shall take place in monetary form. Upon the respective resolution 

of 

the general meeting, the payment for acquisition of shares can be 

made in non-monetary form. Volume of non-monetary payment shall be 

determined by the Management Board of the Company based on the 

opinion of appointed expert or committee, proceeding from regular 

value of such item or right. Non-monetary payment shall be effected 

with an agreement concluded between the acquirer and the Company.

New redaction: Payment for acquisition of the Company’s shares 

shall 

take place in monetary form. Upon the respective resolution of the 

general meeting, the payment for acquisition of shares can be made 

in 

non-monetary form. Volume of non-monetary payment shall be 

determined 

by the Management Board of the Company based on the opinion of 

appointed expert or committee, proceeding from regular value of 

such 

item or right. Transfer of non-monetary payment shall be effected 

upon a written agreement concluded between the acquirer and the 

Company’s Management Board. 

 

Current article 2.6: Company shall not issue paper certificates for 

shares. The shareholder shall be registered in the Company’s 

shareholders’ list. The shareholders’ list shall be maintained by 

the 

Management Board.

New redaction: Company shall not issue paper certificates for 

shares. 

The shareholder shall be registered in the Company’s shareholders’ 

list. The shareholders’ list shall be maintained by the Management 

Board in the order determined by the Supervisory Board.

 

Current article 3.2: The general meetings can be convened regularly 

(annual meetings) or extraordinarily. The annual general meeting 

shall be convened once a year. Management Board shall give notice 

to 

all shareholders on address registered in shareholders’ list at 

least 

three weeks in advance of an upcoming general meeting. 

New redaction: -

 

Current article 3.3: The extraordinary general meetings of 

shareholders can be convened in cases and order provided by law.

New redaction: The general meetings of shareholders can be convened 

in cases and order provided by law.

 

Current article 3.5: The general meeting can accept decisions if at 

least half of the shareholder votes are present for a quorum, 

except 

for accepting decisions on amendments to the Articles of 

Association 

and termination of the Company’s activities, in which case at least 

2/3 of the shareholder votes must be present.

New redaction: General meeting of shareholders shall make 

resolutions 

in the order provided by legal acts.

 

Current article 3.6: The new general meeting convened due to lack 

of 

quorum in the previous general meeting is competent to accept 

decisions independent of the number of shareholder votes present.

New redaction: -

 

Current article 3.7: The general meeting's decisions are accepted 

when at least over half of the present shareholder votes favor the 

decision, except for changes to Articles of Association, increase 

or 

reduction of share capital and termination of the Company, when at 

least 2/3 of the present shareholder votes must favor the decision, 

also accepting decisions on exclusion of shareholders’ pre-emptive 

purchase rights of new shares, when at least 3/4 of the present 

shareholder votes must favor the decision.

New redaction: -

 

Current article 3.9: The Management Board is the executive 

management 

body of the Company, which represents and manages the Company.

New redaction: -

 

Current article 3.11: The Supervisory Board plans the activities of 

the Company and organizes the management of Company and conducts 

supervision over the activities of the Management Board.        

New redaction: -

 

Current article 3.12: Members of the Supervisory Board are elected 

to 

office for three-year term. The Supervisory Board consists of 3 

(three) members. The Supervisory Board shall make resolutions based 

on majority of votes principle.

New redaction: Members of the Supervisory Board are elected to 

office 

for five-year term. The Supervisory Board consists of 3 (three) 

members. The Supervisory Board shall make resolutions based on 

majority of votes principle.

 

Current article 3.13: General meeting of shareholders can authorize 

the Supervisory Board to increase the Company’s share capital in 

the 

order and scope provided by the Commercial Code.

New redaction: The Supervisory Board can increase the Company’s 

share 

capital via payments within the period of three years.

 

Current article 4.2: Company’s annual report shall be adopted and 

resolutions on profit distribution shall be made by the general 

meeting of shareholders.

New redaction: -

 

Current article 4.3: Company’s reserve capital shall consist of 

annual net profit provisions. Volume of the Company’s reserve 

capital 

shall be 1/10 of share capital. Until the aforementioned volume is 

reached, the Company will transfer annually 1/20 share of net 

profit 

to the account of reserve capital.

New redaction: Company’s reserve capital shall consist of annual 

net 

profit provisions. Minimum volume of the Company’s reserve capital 

shall be 1/10 of share capital. Until the aforementioned volume is 

reached, the Company will transfer annually 1/20 share of net 

profit 

to the account of reserve capital.

 

2. Election of the members of the Supervisory Board

 

The EGM resolved to elect Joakim Helenius, Indrek Koolmeister and 

Toomas Reisenbuk members of the Supervisory Board of AS Viisnurk.

 

3. Remuneration of members of the Supervisory Board

 

The members of the Supervisory Board will be paid EEK 8110.- once 

per 

quarter. The above sum will be divided between the members of the 

Supervisory Board according to the Supervisory Board’s decision.

 

4. Number of auditors, appointment of auditors

 

The EGM appointed Marek Sukk of KPMG Estonia to audit the financial 

reports of AS Viisnurk. The auditor’s proxy will be valid for 

period 

of 3 years.

 

5. Remuneration of auditors

 

The auditor will be remunerated as settled in the respective 

contract. The Chairman of AS Viisnurk Management Board is entitled 

to 

conclude the respective contract.

 

 

Andrus Aljas

Financial Director

+372 44 78 355