Announcements

Annual general meeting of shareholders

Posted on 03.04.2007


OLYMPIC ENTERTAINMENT GROUP AS (registry code 10592898, address Pronksi 19, 10124 Tallinn, hereinafter OEG) calls the general meeting of shareholders on 25 April 2007, at 11.00 in the grand hall of the National Library of Estonia (Tõnismägi 2, Tallinn).

Pursuant to the resolution of the Supervisory Board of OEG of 2 April 2007, the agenda of the meeting will be as follows:
1. Approval of the annual report on the financial year 1 January 2006 - 31 December 2006
2. Distribution of profit
3. Election of a member of the Supervisory Board
4. Approval of the terms of share option to the members of the Supervisory Board
5. Increase of share capital
6. Amendment of the Articles of Association
7. Exclusion of shareholders' subscription right
8. Appointment of auditor

The Supervisory Board of OEG will make the following proposals to the shareholders:

1. Approval of the annual report
The Supervisory Board proposes to the shareholders to vote for the approval of the annual report on the financial year 1 January 2006 - 31 December 2006.

2. Distribution of profit
The Supervisory Board proposes to the shareholders to vote for the proposal on the distribution of profit, which has been presented by the Management Board and approved by the Supervisory Board of OEG. According to the proposal on the distribution of profit, the shareholders will be paid out dividends in the amount of 2 kroons (EUR 0.13) per share. It is intended that the date of fixing the list of shareholders for the payment of dividends will be 10 May 2007. The dividends will be paid out by 14 May 2007 at the latest.

3. Election of a member of the Supervisory Board
The Supervisory Board proposes to the shareholders to vote for the appointment of Anders Galfvensjö to be a supplementary member of the Supervisory Board of OEG. At the moment, Anders Galfvensjö works as OEG's expansion manager, his involvement into the work of the Supervisory Board would enable him to influence the management decisions of OEG and to work more efficiently on the expansion of OEG to new markets.

4. Approval of the terms of share option to the members of the Supervisory Board
The Supervisory Board proposes to the shareholders to vote for the approval of the terms of share option to be granted to the members of the Supervisory Board and to resolve the conclusion of the option agreements with members of the Supervisory Board upon the approved terms, authorizing the Management Board of OEG to sign the option agreements on behalf of OEG.

According to the resolution of the extraordinary meeting of shareholders of OEG of 12 September 2006, the Supervisory Board of OEG was granted the right to increase share capital of OEG in the extent of up to 2.5% of the share capital of OEG (i.e. issue up to 1,885,000 new shares of OEG) in order to effect the option plan targeted to the members of the Management Board and the Supervisory Board and the key personnel of OEG. The respective right of the Supervisory Board is set out in the Articles of Association of OEG. According to the terms
of the share option to the members of the Supervisory Board, every member of the Supervisory Board could subscribe for up to 27,802 shares each year starting from 2008 until 2010. The option subscription periods must fall in the following periods: (i) the options of 2008 - 1.06.2008-31.08.2008; (ii) the options of 2009 - 1.06.2009-31.08.2009; (iii) the options of 2010 - 1.06.2010-31.08.2010. The actual number of shares, which each member of the Supervisory Board of OEG can subscribe for, will be determined according to the achievement of OEG's financial goals and the participation in the work of the Supervisory Board. Annual goals of OEG will be determined by the Management Board of the OEG and approved by the Supervisory Board of OEG. The subscription price per one share within the course of the option of 2008 will be 80 kroons and 30 cents (EUR 5.13). The subscription price per one share within the course of the option of 2009 will be the weighed average of the price of the share of OEG in transactions made through the Tallinn Stock Exchange in the period from 1 January 2008 until 31 December 2008, plus 10%. The subscription price per one share within the course of the option of 2010 will be the weighed average of the price of the share of OEG in transactions made through the Tallinn Stock Exchange in the period from 1 January 2009 until 31 December 2009, plus 10%. If prior to the acquisition of the shares by virtue of the options, the share capital of the OEG is increased or decreased, then OEG, if necessary, will unilaterally change the above terms of valid options, taking into consideration the financial effect of the increase or decrease of the share capital upon the acquirer of the shares. The shares of OEG subscribed for on the bases of the option agreements entail the right for dividends in the financial year, when the rights attached to the subscribed shares are deemed have arisen pursuant to law (e.g. when the share capital represented by the subscribed shares is deemed to have increased). Nevertheless, the subscribed shares will not give the right to receive dividends, if the list of shareholder entitled to dividends was fixed prior to the date, when the rights attached to shares are deemed to have arisen pursuant to the law.

5. Increase of share capital
The Supervisory Board proposes to the shareholders to vote for the increase of share capital and for carrying out the capitalization of reserves. According to the proposal made to the general meeting, the share capital of OEG will be increased by 754,000,000 kroons (EUR 48,189,383) on the account of equity capital without contribution. Share premium of the shares of OEG will be used for increasing the share capital. After the increase of share capital, the share capital of OEG will be 1,508,000,000 kroons (EUR 96,378,766), which is divided into 150,800,000 ordinary shares. As a result of the increase of the share capital, the share of each shareholder in the share capital will increase in proportion to the nominal value of his/her shares. Hence, every shareholder will receive one additional share of OEG per each existing share. The reason for the increase of share capital and the capitalization of reserves is mainly the wish to increase credibility of OEG in the market. It is intended that the date of fixing the list of shareholders for determining the range of shareholder entitled to participate in the capitalization of reserves will be 11 May 2007. The shares will be transferred to the shareholder by 30 May 2007 at the latest. The issued shares entitle the right to receive dividends in the financial year, when the rights attached to the issued shares are deemed to have arisen pursuant to law (e.g. when the share capital is deemed to have increased).

6. Amendment of Articles of Association
The Supervisory Board proposes to the shareholders to vote for three proposals for the amendment of the Articles of Association (1 EUR = 15.6466 EEK):
i. to change to Article 8.10.6 and to adopt Article 8.10.6 in the following wording: “8.10.6 making investments in the amount exceeding EUR 1,500,000 (one million five hundred thousand) or the amount designated by the financial plan for the respective financial year”;

ii. to change to Article 8.2.7 and to adopt Article 8.2.7 in the following wording: “8.2.7 appointment and removal of procurator”,

iii. to change to Article 4.7 of the Articles of Association and to adopt Article 4.7 in the following wording: “The Supervisory Board of the Company shall have the right to increase the share capital of the Company by 20,850,000 (twenty million eight hundred fifty thousand) Estonian kroons through issuance of 2,085,000 (two million eighty five thousand) new ordinary shares during the period from 26 April 2007 until 26 April 2010. As a result of the increase of share capital by the Supervisory Board, the maximum share capital of the Company can be 1,528,850,000 (one milliard five hundred twenty eight million eight hundred fifty thousand) Estonian kroons. The general meeting of shareholders may establish the terms for the increase of the share capital of the Company by the Supervisory Board and exclude the shareholders' subscription right for the subscription of new shares.”

The reason for the first two amendments is the correction of minor flaws contained in the Articles of Association. The third amendment enables OEG to execute the terms of the agreement on the purchase of shares with AS KC Grupp, by issuing new shares to AS KC Grupp as a payment of the purchase price of 200,000 for new ordinary shares of OEG.

7. Exclusion of shareholders' subscription right
The Supervisory Board proposes to the shareholders to vote for the exclusion of the shareholders' subscription right with respect to 200,000 new ordinary shares of OEG, which the Supervisory Board will issue in order to duly perform the agreement of the purchase of shares entered into between OEG and AS KC Grupp.

8. Appointment of auditor
The Supervisory Board proposes to the shareholders to vote for the appointment of the current auditor Taivo Epner from KPMG Baltics AS as the auditor of OEG.

The list of shareholders having the right to vote at the general meeting of shareholders will be fixed on 15 April 2007 at 23.59. The registration of those attending the general meeting begins in the National Library of Estonia on the day of the meeting at 10.00 am. We kindly ask you to have identity document, the power of attorney of a shareholder or other document proving the right to
representation with you.

It possible to examine the projects the annual report and the Articles of Association of OEG since 4 April 2007 on the company's webpage at http://www.olympic-casino.com and on working days between 9 and 17 at Pronksi 19, 3rd floor. If you have any questions on the points in the agenda of the general meeting of the shareholders, we kindly ask you to contact us by e-mail ocg@ocg.ee or call +372 667 1250.


Armin Karu
Chairman of the Management Board
Olympic Entertainment Group


For additional information please contact:

Andri Avila
Member of the Management Board
Olympic Entertainment Group
Phone + 372 667 1250
E-mail: andri.avila@ocg.ee
www.olympic-casino.com


Annual Report 2006 - EEK (in Estonian, PDF file)
Annual Report 2006 - EEK (in English, PDF file)

Annual Report 2006 - EUR (in Estonian, PDF file)
Annual Report 2006 - EUR (in English, PDF file)

Supervisory Board  Report 2006 (in Estonian, PDF)
Supervisory Board  Report 2006 (in English, PDF)

Project of Articles of Association (in Estonian, PDF)
Project of Articles of Association (in English, PDF)

Notice to convene annual general meeting (in Estonian, PDF)
Notice to convene annual general meeting (in English, PDF)

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