Minutes of annual general meeting
Posted on 25.04.2007
The meeting started at 11.00 and ended at 12.20. Shareholders attended the meeting represented 60 075 209 votes, constituting 79,68% of the share capital. Therefore the Meeting was competent to pass resolutions regarding the items on the agenda of the Meeting. The agenda of the Meeting contained the items set out in the notice of the Meeting published in the newspapers Äripäev, Postimees and Eesti Päevaleht of 4 April 2007 and on the website of OEG www.olympic-casino.com.
The following resolutions were passed at the Meeting:
1. Approval of the annual report for the financial year 1 January 2006 – 31 December 2006
The Meeting resolved to approve the annual report for the financial year 1 January 2006 – 31 December 2006.
2. Distribution of profit
The Meeting resolved to approve the proposal on the distribution of profit, whereby the net profit for the year 2006 amounted to 388,798,787 kroons (EUR 24,848,771) and the share of profit to be distributed among the shareholders was 150,800,000 kroons (EUR 9,637,877), and the dividend amounted to 2 kroons (EUR 0.13) per one share. Pursuant to the procedure for payment of dividends, the shareholders that are entitled to receive dividends for the financial year 2006 will be determined on the basis of the list of shareholders on the Tallinn Stock Exchange as of the 10th stock exchange day after 23.59 o’clock on the day of holding the general meeting of shareholders, i.e. 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 Meeting resolved to elect Anders Galfvensjö, personal identification code 35509140063, place of residence Lembitu 6-33, Tallinn, as an additional member to the Supervisory Board of OEG.
4. Approval of the terms of share option to the members of the Supervisory Board
The Meeting resolved to approve 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, and authorize the Management Board of OEG to sign the option agreements on behalf 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 the Group’s financial goals and the participation in the work of the Supervisory Board. Annual goals of the Group 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 meeting resolved to carry out capitalization of reserves and increase the share capital of OEG by 754,000,000 kroons(EUR 48,189,383) on the account of equity capital without contribution, and use the share premium of the shares of OEG pursuant to the annual report for the financial year 1 January 2006 – 31 December 2006 for the increase of the share capital of OEG. 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.
6. Amendment of Articles of Association
The Meeting resolved to amend Article 8.10.6 of the Articles of Association of OEG 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”.
The Meeting resolved to amend Article 8.2.7 and to adopt Article 8.2.7 in the following wording: “8.2.7 appointment and removal of procurator”.
The Meeting resolved to amend Article 4.7 of the Articles of Association of OEG 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 and fifty thousand) Estonian kroons through the issue of 2,085,000 (two million and 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 billion five hundred twenty-eight million eight hundred and 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,” and to approve the new version of the Articles of Association of OEG.
1 EUR = 15.6466 EEK
7. Exclusion of shareholders’ subscription right
The Meeting decided to exclude the subscription right of the shareholders of OEG with respect to 200,000 new ordinary shares of OEG issued on 1 March 2007 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 Meeting decided to appoint one auditor for one year (up until the next annual general meeting of shareholders), and the audit will be conducted by KPMG Baltics AS and the auditor will be Taivo Epner, personal identification code 37004020214, place of residence Tallinn, and to pay remuneration to the auditor for the audit of the economic activities of OEG in the financial year 2007 pursuant to the agreement to be entered into between OEG and KPMG Baltics AS.
The resolutions were passed at the meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of OEG.
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