Tallinn, 2011-01-17 08:30 CET (GLOBE NEWSWIRE) -- Additional information to the AGM - Draft resolutions
AS TALLINK GRUPP
Address: Tallinn, Sadama 5/7, registry code 10238429
Agenda of the Annual General Meeting of the Shareholders of 8 February 2011:
1. Approval of the Annual Report of 01.09.2009 - 31.08.2010 of AS Tallink Grupp.
2. Distribution of profits.
3. Conversion of the share capital to Euros and reduction of the share capital.
4. Changing the financial year.
5. Amending the Articles of Association.
6. Determination of terms and conditions of Share Option Program.
7. Nomination of an auditor and determination of the procedure of remuneration of an auditor.
8. Election of the members of the Supervisory Board.
9. Remuneration for work by the members of Supervisory Board.
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 1
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 7, of the Commercial Code, the General Meeting resolves:
To approve the Annual Report of 01.09.2009 - 31.08.2010 presented by the Management Board.
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 2
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 7 and § 335 of the Commercial Code, the General Meeting resolves:
1. The net profit for the financial year 01 September 2009 – 31 August 2010 of EEK of 341,882,000 EEK be allocated as follows:
- A transfer of 17,094,100 EEK to the mandatory legal reserve;
- A transfer of 324,787,900 EEK to retained earnings.
2. No dividend distribution to shareholders.
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 3
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 10, § 525³ and§ 525² section 3 of the Commercial Code, the General Meeting resolves:
1. In conjunction with the adoption of Euro in the Republic of Estonia to convert the shares of the public limited company and the share capital thereof into Euros. The nominal value of a share of the public limited company is 10 kroons which, according to the rounding rules set forth in § 525³ of the Commercial Code, is 0,64 Euros upon the conversion thereof into Euros. The registered share capital of the public limited company is 6 738 170 400 kroons which, according to the rounding rules set forth in § 525³ of the Commercial Code, is 430 647 578,39 Euros upon the conversion thereof into Euros. No legal effects shall be ascribed to the rounded result of the conversion of the nominal value of the shares.
2. Deriving from the rule set forth in § 223 section 1 of the Commercial Code that the lowest nominal value of a share shall be 10 cents and, from the rule set forth in § 223 section 2 of the Commercial Code that if the nominal value of a share is higher than 10 cents, then it shall be a decimal multiple of 10 cents, to reduce the share capital of the public limited company by 26 357 354,39 Euros by reducing the nominal value of the shares down to 404 290 224 Euros and the nominal value of the shares shall be reduced by 0,04 Euros down to 0,60 Euros.
3. The list of the shareholders who participate at the reduction of the share capital is fixed on 22 February 2011 as at 23:59.
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 4
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 10 of the Commercial Code, the General Meeting resolves:
1. To change the financial year of AS Tallink Grupp and to establish that the financial year of company lasts as from 01 September until 31 December.
2. Due to changing of the financial year, the financial year of 01.09.2010 until 31.12.2011 shall last 16 months.
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 5
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 1 and § 525² section 2 of the Commercial Code, the General Meeting resolves:
To amend the Articles of Association and to approve the version annexed hereto (the text annexed).
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 6
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 2 and § 345 section 1 of the Commercial Code, the General Meeting resolves:
To authorize the Share Option Program of AS Tallink Grupp presented by the Management Board upon the following terms and conditions:
1. AS Tallink Grupp shall be entitled to issue in total 15 000 000 (fifteen million) share options until 31.08.2013. Each share option shall grant an entitled person the right to buy 1 (one) share of AS Tallink Grupp.
2. The entitled persons for the share option are:
a) The members of the Supervisory Board of AS Tallink Grupp;
b) The leading employees of AS Tallink Grupp and of the companies belonging to the same group, as elected by the Supervisory Board of AS Tallink Grupp, whereas persons working under the employment contract as well as the management (except the members of the Supervisory Board of AS Tallink Grupp) shall be considered the leading employees. The Management Board of AS Tallink Grupp may submit proposals to the Supervisory Board in regards to the persons to be determined as entitled persons for a share option from amongst the leading employees.
3. Not more than 780 000 (seven hundred eighty thousand) share options may be issued to each member of the Supervisory Board considering his/her contribution into the work of the Supervisory Board. The exact allotment between the members of the Supervisory Board shall be decided by the Supervisory Board of AS Tallink Grupp.
4. The number of the share options to be issued to the leading employees of AS Tallink Grupp shall be determined by the Supervisory Board of AS Tallink Grupp. The Supervisory Board of AS Tallink Grupp shall inform each leading employee included into the list of entitled persons about its corresponding decision in writing.
5. Not more than 780 000 (seven hundred eighty thousand) share options may be issued to a leading person entitled to the share option.
6. If the entitled person wishes to receive the share options designated to him/her, then he/she shall conclude a written Agreement on Share Option with AS Tallink Grupp latest within one month as from the date of the receipt of the corresponding notification. If the entitled person does not conclude the Agreement on Share Option within the specified term, he/she loses the right to receive the share options designated to him/her.
7. The members of the Supervisory Board of AS Tallink Grupp shall submit the application to receive the share options to the Management Board of AS Tallink Grupp for the conclusion of the Agreement on Share Option.
8. The execution of the terms and conditions of the Share Option Program and the procedure on implementation of the share option shall be determined in the Agreement on Share Option concluded between AS Tallink Grupp and the entitled person.
9. An entitled person for the share option has right to execute his/her option as from 36th calendar month after the issue of the option. In order to execute the option the entitled person shall submit his/her application to AS Tallink Grupp pursuant to the provisions of the Agreement on Share Option.
10. An entitled person for the share option may not transfer the share option designated to him/her.
11. For the compliance with the terms and conditions of the share option up to 15 000 000 (fifteen million) shares of AS Tallink Grupp shall be issued or purchased. The Supervisory Board shall decide whether the compliance with the terms and conditions of the share option shall be effected by issue of the new shares or by purchase of own shares from the secondary market.
12. The conclusive deadline for the Share Option Program shall be 31 December 2016. The more detailed time schedule of the Share Option Program and the terms and conditions for its implementation shall be specified by the Supervisory Board.
13. The exercise price of the share option is:
a) In case new shares are issued for the compliance with the terms and conditions of the share option - an average weighted price of shares at Tallinn Stock Exchange on a day preceding to the day when the terms and conditions of the share option were determined. In case no transactions were made with the shares of AS Tallink Grupp at the day preceding to the day when the terms and conditions of the share option were determined then, the exercise price of the share option shall be the weighted average price of shares on the day when the transactions were last made.
b) In case no new shares are issued for the compliance with the terms and conditions of the share option, then the exercise price of the option is the weighted average price of the purchased shares.
14. In case new shares are issued for the compliance with the terms and conditions of the share option, then these shall grant a shareholder the right for dividends on the financial year when the shares are issued and when the dividend payment is resolved.
15. As regards the share option, to exclude the pre-emptive right of shareholders to subscribe new shares issued for the compliance with the conditions of the share option.
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 7
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 5 and § 328, § 329 of the Commercial Code, the General Meeting resolves:
1. To nominate the company of auditors KPMG Baltics AS to conduct the audit of the financial year 01.09.2010 - 31.12.2011.
2. The auditors shall be remunerated according to hourly tariff stipulated in the audit contract to be concluded.
Annexed: consent of auditor
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 8
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 4 and § 319 section 1 of the Commercial Code, the General Meeting resolves:
Due to the expiry of the term of authority to elect for the next term of authority as the members of the Supervisory Board of AS Tallink Grupp Mr Ain Hanschmidt, Mr Toivo Ninnas, Mrs Eve Pant, Mr Lauri Kustaa Äimä.
Annexed: Consents of the members of the Supervisory Board
Chairman of the General Meeting Secretary of the General Meeting
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AKTSIASELTS TALLINK GRUPP
Draft RESOLUTION no. 9
of the Annual General Meeting of the Shareholders
In Tallinn, 08 February 2011
Based on § 298 section 1 subsection 10 and § 326 of the Commercial Code, the General Meeting resolves:
To remunerate the work of the members of the Supervisory Board as from 01.03.2011 as follows:
- Chairman of the Supervisory Board - 2000 Euros,
- Member of the Supervisory Board - 1600 Euros.
Chairman of the General Meeting Secretary of the General Meeting
Harri Hanschmidt
Head of Investor Relations
AS Tallink Grupp
Sadama 5/7. 10111 Tallinn
Tel +372 640 8981
E-mail harri.hanschmidt@tallink.ee
