Invitation to the Annual General Meeting of Shareholders of Olympic Entertainment Group AS
Posted on 24.03.2015
OLYMPIC ENTERTAINMENT GROUP AS, registry code 10592898, address Pronksi 19, Tallinn, Harju County, 10124 (hereinafter Company), convenes annual General Meeting of shareholders that will be held on 16 April 2015 at 15:00 at the Conference centre of Radisson Blu Hotel Olümpia (Liivalaia 33, Tallinn, Estonia).
Agenda for the annual General Meeting is the following:
1. Approving the Company’s 2014 consolidated annual report;
2. Deciding on the distribution of profit;
3. Approving additional terms and conditions of Share Option Program;
4. Amending the Company’s articles of association;
5. Appointing the auditor for auditing the financial year covering the period from 01.01.2015 - 31.12.2015.
The Supervisory Board of the Company has approved the agenda of the General Meeting as presented by the Management Board and makes the shareholders the following proposals:
1. Approving the Company’s 2014 consolidated annual report
The Supervisory Board of the Company makes to the General Meeting of the Company a proposal to votein favour of the approval of the consolidated annual report of the Company for the financial year of 2014, according to which the net profit amount is 21,597,029.43 Euros.
2. Deciding on the distribution of profit
The Supervisory Board of the Company makes to the General Meeting of the Company a proposal to votein favour of approving the proposal on distribution of profit of the financial year of 2014 as follows:
2.1 Net profit amount: 21,597,029.43 Euros;
2.2 To pay a dividend of 0.10 Euros per share, in the total amount of 15,179,120.60 Euros;
2.3 Transfer to the statutory reserve capital: 1,079,851.47 Euros;
2.4 The remaining balance of retained earnings after the distribution of profit: 25,556,477.51 Euros.
The list of shareholders who are entitled to dividends shall be fixed on 1 May 2015 as at 11:59 PM. The dividends shall be paid to the shareholders on 4 May 2015 by a transfer to the shareholder’s bank account.
3. Approving additional terms and conditions of Share Option Program
The Supervisory Board of the Company approved the terms and conditions of Share Option Program (with reference to 23 December 2014 stock exchange release “Share Option Program of Olympic Entertainment Group”) on 23 December 2014. In order to carry out the Share Option Program on the terms and conditions adopted by the Supervisory Board of the Company, the Supervisory Board of the Company makes to the General Meeting of the Company a proposal to vote in favour of approving the proposal on approving additional terms and conditions of Share Option Program as follows:
3.1 To exclude the pre-emptive right of the shareholders to subscribe for new shares to be issued under the Share Option Program;
3.2 To give the Supervisory Board of the Company the right to increase the share capital of the Company so that the Supervisory Board would able to increase the share capital of the Company by issuing new shares to the option holders.
4. Amending the Company’s articles of association
The Supervisory Board proposes to the general meeting in relation to the Share Option Program adopted by the Supervisory Board on 23 December 2014 to vote in favour of the proposals to amend the articles of association as follows:
4.1. To amend subsection 4.7 of the articles of association of the Company and to approve it in the new wording as follows:
“4.7. In connection with the share option program adopted by the supervisory board of the Company on 23 December 2014, the Company's supervisory board may during the period of 3 (three) years as from 16.04.2015 increase the share capital of the Company by up to EUR 400,000 (four hundred thousand euros) by issuing up to 1,000,000 (one million) new ordinary shares of the Company. As a result of the share capital increase by the supervisory board the maximum amount of the share capital of the Company may be EUR 61,116,482.40 (sixty one million one hundred and sixteen thousand four hundred and eighty two euros and fourteen cents). “
5. Appointing the auditor for auditing the financial year covering the period from 01.01.2015 - 31.12.2015
The Supervisory Board of the Company makes to the General Meeting of the Company a proposal to vote in favour of the proposal on appointing the auditor of the Company upon the following terms and conditions:
5.1 To appoint AS PricewaterhouseCoopers (registry code 10142876) to serve as the auditor of the Company.
5.2 AS PricewaterhouseCoopers shall audit the Company’s annual report for the financial year from 01.01.2015 - 31.12.2015.
5.3 For auditing the annual reports, the Company shall pay AS PricewaterhouseCoopers a fee in the amount agreed upon in the contract concluded with AS PricewaterhouseCoopers on rendering auditing services.
After the items on the agenda, including any additional items, are exhausted the shareholders may ask the management board to provide information about the business of the Company in accordance with the procedure published on the website of the Company http://www.olympic-casino.com.
List of shareholders entitled to vote at the General Meeting will be fixed on 9 April 2015 at 11.59 PM.
Registration to the meeting will start on the day of the meeting, 16 April 2015, at 14.30. Registration will be carried out on the basis of an identification document and in case of the shareholder’s representative, power of attorney or any other document evidencing authorisation. The forms of power of attorney and revocation of the power of attorney are available at the Company’s website http://www.olympic-casino.com. Legal entities must also present a valid extract of the registry card. The documents of a company incorporated abroad must be legalised or stamped with apostille, if the international agreement does not prescribe otherwise, and translated into Estonian by the sworn translator.
A shareholder may notify about the appointment of a representative and the withdrawal of the power of attorney of the principal prior to the general meeting by sending respective digitally signed notice by e-mail to firstname.lastname@example.org or by delivering respective document(s) on business days from 9 AM till 5 PM at the latest by 15 April 2015 to the location of the Company at Pronksi 19, 3rd floor.
The annual report of the Company and the sworn auditor´s report have been made available at the NASDAQ OMX Tallinn website www.nasdaqomxbaltic.com. The annual report of the company, the drafts of resolutions and all other General Meeting documents shall be made available at the Company´s website http://www.olympic-casino.com and on business days from 9 AM till 5 PM also at Pronksi 19, 3rdfloor as of 25 March 2015. Questions in respect of the items in the agenda of the General Meeting may be asked by e-mail: email@example.com or over phone +372 667 1250. Questions, answers and the minutes and resolutions of the annual General Meeting shall be disclosed at the Company´s websitehttp://www.olympic-casino.com.
Shareholders, whose shares represent at least 1/20th of the share capital may request that additional issues be included in the agenda of the general meeting, provided that the relevant request is submitted in writing at least 15 days prior to the date of the general meeting, at the latest by the beginning of the business day (09:00) on 1 April 2015. Shareholders, whose shares represent at least 1/20th of the share capital may submit the Company written draft resolutions regarding every item on the agenda of the general meeting, at the latest 3 days prior to the date of the general meeting by the beginning of the business day (09:00) on 13 April 2015. The procedure for exercising these rights, as well as the submitted proposals regarding additional items on the agenda, the reasoning for including any items on agenda, and draft resolutions shall be published after their receipt on the website of the Company athttp://www.olympic-casino.com. The drafts and statements of reason thereof are available for reviewing also at the office of the Company on workdays between 09:00 to 17:00 at Pronksi 19, 3rd floor.