Tallinn, Estonia, 2012-05-29 11:17 CEST (GLOBE NEWSWIRE) --
The annual General Meeting of shareholders of AS Premia Foods (registry code 11560713, address Betooni 4, 11415 Tallinn, Republic of Estonia; hereinafter the Company) was held today, on 29 May 2012, starting at 11.00 A.M. in the conference hall “Epsilon” in the hotel „Radisson Blu Hotel Olümpia“ (address Liivalaia 33, Tallinn).
The annual General Meeting started at 11.00 A.M. and ended at 11.50 A.M. Altogether 29 shareholders whose shares represent 32,179,908 votes, representing 83,19% of the share capital, participated at the annual General Meeting. Therefore the annual General Meeting was eligible to adopt resolutions in respect of the items on the agenda of the annual General Meeting.
The agenda of the annual General Meeting was the following:
- Approving the annual report for 2011;
- Deciding on distribution of profit;
- Electing a new member to the Supervisory Board;
- Amending the Articles of Association;
- Decreasing the share capital of the Company;
- Appointing the auditor for financial year of 2012 and determining the auditor’s remuneration;
- Approving the amendments to the terms and conditions of the stock options granted to the members of Supervisory Board;
- Remunerating the members of Supervisory Board.
The following resolutions were passed at the annual General Meeting:
- Approving the annual report for 2011
The annual General Meeting resolved to approve the annual report of the Company for 2011 in the form submitted to the annual General Meeting.
Tabulation of votes:
In favour: 32,179,607 votes 100% of the votes represented at the annual General Meeting
Against: 0 votes 0% of the votes represented at the annual General Meeting
Impartial: 300 votes 0% of the votes represented at the annual General Meeting
Did not vote: 1 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
- Deciding on distribution of profit
The amount of retained earnings of the Company as at 31 December 2011 is 890,000 euro.
The annual General Meeting resolved to pay dividends on the account of retained earnings accrued until 31.12.2011 in the amount of 387,000 euro, i.e. 0.01 euro per share and to transfer 5% of the Company’s net profit for the period, i.e. 6,500 euro into mandatory reserve capital. The list of shareholders entitled to receive dividends will be determined as of 12 June 2012 at 23.59 and the date of payment of dividends will be on 15 June 2012 at the latest.
Tabulation of votes:
In favour: 32,179,908 votes 100% of the votes represented at the annual General Meeting
Against: 0 votes 0% of the votes represented at the annual General Meeting
Impartial: 0 votes 0% of the votes represented at the annual General Meeting
Did not vote: 0 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
- Electing a new member to the Supervisory Board
The annual General Meeting resolved to elect Arko Kadajane (personal identification code 38103286010, place of residence Tallinn) as the additional member of the Supervisory Board of the Company.
Tabulation of votes:
In favour: 32,175,907 votes 99.99% of the votes represented at the annual General Meeting
Against: 0 votes 0% of the votes represented at the annual General Meeting
Impartial: 4001 votes 0.01% of the votes represented at the annual General Meeting
Did not vote: 0 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
- Amending the Articles of Association
The annual General Meeting resolved to amend the Articles of Association of the Company and to approve the Articles of Association of the Company in a new version as presented to the shareholders before the meeting.
Tabulation of votes:
In favour: 32,175,608 votes 99.99% of the votes represented at the annual General Meeting
Against: 0 votes 0% of the votes represented at the annual General Meeting
Impartial: 4,300 votes 0.01% of the votes represented at the annual General Meeting
Did not vote: 0 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
- Decreasing the share capital of the Company
The annual General Meeting resolved to decrease the share capital of the Company by decreasing the nominal value of a share by 0.10 euro (10 cents), as a result of which the new nominal value of a share shall be 0.50 euro (50 cents). The share capital of the Company is decreased in total by 3,868,286 euro, as a result of which the new amount of share capital is 19,341,430 euro. The reason for decreasing the share capital is the adjustment of the capital structure of the Company. The decrease of share capital of the Company enables to balance the financial leverage of the Company and to bring equity returns and ratios of the Company to more adequate level. The list of shareholders participating in the share capital decrease will be determined as of 29 August 2012 at 23.59 and the amount of payments made to the shareholders upon decrease of share capital is 0.10 euro (10 cents) per share.
Tabulation of votes:
In favour: 32,179,908 votes 100% of the votes represented at the annual General Meeting
Against: 0 votes 0% of the votes represented at the annual General Meeting
Impartial: 0 votes 0% of the votes represented at the annual General Meeting
Did not vote: 0 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
- Appointing the auditor for financial year of 2012 and determining the auditor’s remuneration
The annual General Meeting resolved to appoint AS PricewaterhouseCoopers (registry code 10142876) as the auditor of the Company for the financial year 2012 and to determine the remuneration of the auditor pursuant to the agreement to be executed with the auditor.
Tabulation of votes:
In favour: 32,176,428 votes 99.99% of the votes represented at the annual General Meeting
Against: 0 votes 0% of the votes represented at the annual General Meeting
Impartial: 3,480 votes 0.01% of the votes represented at the annual General Meeting
Did not vote: 0 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
- Approving the amendments to the terms and conditions of the stock options granted to the members of Supervisory Board
The annual General Meeting of 2011 held on 31 May 2011 decided to approve the terms and conditions of stock options granted to the members of Supervisory Board.
The annual General Meeting resolved to approve the amendment to the terms and conditions of the stock options granted to the members of the Supervisory Board according to which the share price applicable in respect of exercising the stock options granted to the members of the Supervisory Board shall be 0.83 euro per share.
Tabulation of votes:
In favour: 32,179,808 votes 100% of the votes represented at the annual General Meeting
Against: 100 votes 0% of the votes represented at the annual General Meeting
Impartial: 0 votes 0% of the votes represented at the annual General Meeting
Did not vote: 0 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
- Remunerating the members of Supervisory Board
The annual General Meeting resolved to amend the terms of remunerating the members of the Supervisory Board as resolved by the General Meeting on 31 May 2011 and to approve the remunerating of the members of the Supervisory Board as follows: (i) Chairman of the Supervisory Board shall be remunerated in the gross amount of 1,000 euro per one calendar month; (ii) Vice-Chairman of the Supervisory Board shall be remunerated in the gross amount of 750 euro per calendar month; (iii) the non-resident members of the Supervisory Board shall be remunerated in the gross amount of 500 euro per one meeting attended in Estonia, whereas the Management Board shall be entitled to determine the procedure for paying the remuneration (whether to cover travelling and accommodation costs of the respective member of the Supervisory Board or to pay the amount as allowance).
Tabulation of votes:
In favour: 32,155,748 votes 99.92% of the votes represented at the annual General Meeting
Against: 400 votes 0% of the votes represented at the annual General Meeting
Impartial: 23,760 votes 0.07% of the votes represented at the annual General Meeting
Did not vote: 0 votes 0% of the votes represented at the annual General Meeting
Invalid: 0 votes 0% of the votes represented at the annual General Meeting
The resolutions were adopted at the annual General Meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of AS Premia Foods.
Additional information:
Kuldar Leis
Premia Foods
Chairman of the Management Board
T: 6 033 800
kuldar.leis@premia.ee
www.premiafoods.eu