Tallinn, Estonia, 2011-06-28 15:45 CEST (GLOBE NEWSWIRE) --
The general meeting of shareholders of AS Järvevana held on June 28th 2011 decided:
1. Endorsement of the annual report for 2010
To endorse the annual report of AS Järvevana for 2010.
2. Decision regarding the distribution of profits
To approve the net loss of the year 2010 in the amount of 294,234 Estonian kroons (18,804.98 Euros) and to cover the net loss of the year 2010 from retained profits of previous years. To leave the reminder of profits undistributed.
3. Modification of Articles of Association
To change the Articles 4, 5, 9, 19, 20 and 23 of the Articles of Association of AS Järvevana in following wording:
3.1 To amend section 4 and reword it as follows: “4. The minimum share capital of the Company is 6,000,000 (six million) Euros and the maximum share capital is 24,000,000 (twenty-four million) Euros. The size of the share capital can be changed as per prescribed procedures. “
3.2 To amend section 5 and reword it as follows: “5. The Company has 17,700,000 shares without nominal value. “
3.3 To amend section 9 and reword it as follows: “9. Upon increasing of the share capital, shareholders have the right to subscribe for new shares in proportion to the sum of their shares’ book value, unless otherwise is prescribed by law. “
3.4 To amend section 19 and reword it as follows: “19. The management board shall send a notice, by registered mail, to shareholders, using the address registered in the share register. If the number of shareholders of the public limited company exceeds the limit, provided by law, there is no need to send the shareholders summons; however, the notice on regular meeting shall be published in at least one national daily newspaper and, for a public limited company, registered on stock exchange, also by using methods, which shall grant prompt access thereto, using means of communication, which would allow efficient distribution of the information concerned to the public anywhere in the European Union.“
3.5 To amend section 20 and reword it as follows: “20. At least three weeks advance notice is required for convening both regular and extraordinary meeting of shareholders. “
3.6 To specify section 23 and reword it as follows: “23. If the votes referred to in section 22 of the Articles of Association are not represented at a general meeting, the management board shall summon within three weeks but not earlier than after 7 days a new general meeting with the same order of business. The new general meeting has a quorum regardless of the number of votes represented at the meeting. “
4. Recalculation of the share capital into Euros, taking into use of shares without nominal value and increasing of the share capital
In conjunction with accession of the Republic of Estonia to the euro zone on January 1st 2011 and pursuant to amendments to the Commercial Code which entered into force on July 1st 2010:
4.1. to carry out recalculation of the share capital of AS Järvevanas from 177,000,000 Estonian kroons to 11,312,361.79 Euros and to take into use shares without nominal value. The share capital of AS Järvevana is divided into 17,700,000 shares without nominal value;
4.2. to increase the share capital of AS Järvevana by way of bonus issue on the account of retained profits by 687,638.21 Euros by means of increasing the book value of shares of AS Järvevana so that the new size of the share capital will be 12,000,000 Euros. The new book value of the shares will be 0.67797 Euros. The bonus issue is based on the annual report of AS Järvevana of the year 2010 which has been approved by the general meeting of shareholders. A list of shareholders entitled to participate in the bonus issue shall be fixed on 12.07.2011 at 23:59. The size of the share capital and the book value of shares is increased by way of making an entry in the commercial register which will presumably take place prior to 20.07.2011;
4.3. rounding of the results of recalculation of the nominal value or the size of the share capital bear no legal meaning pursuant to this decision.
5. Extension of the powers of members of the Supervisory Board
5.1. To extend the terms of office of members of the Supervisory Board Tõnu Toomik, Teet Roopalu and Jaan Mäe until June 28th 2014, i.e. for a period of three years from the moment of deciding the extension.
5.2. To continue remuneration of members of the Supervisory Board based on terms and conditions approved at general meeting of shareholders of AS Järvevana, held on 03.06.2008.
6. Appointment of auditor for the financial year of 2011
To appoint AS PricewaterhouseCoopers the auditor of AS Järvevana for the financial year of 2011 and to pay to the auditing company for auditing the financial year of 2011 as per contract to be entered into with AS PricewaterhouseCoopers.
Toomas Annus
Member of the Management Board
+372 6 805 400
toomas.annus@merko.ee