Resolutions of the Annual General Meeting of the Shareholders of AS Ekspress Grupp 30 May 2011 30.05

The Annual General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Narva mnt. 11E, on 30 May 2011. At the Annual General Meeting, from 29 796 841 votes there were shareholders with 16 293 699 votes presented, which constitutes 54.68 per cent of total of the votes.

Resolutions adopted at the General Meeting of shareholders of AS Ekspress Grupp:

1. The approval of the annual report for the financial year of 1 January 2010 to 31 December 2010.    

With 16 293 674 votes, which constitutes approximately 100% votes in favour, to approve the annual report of AS Ekspress Grupp for the financial year of 1 January 2010 to 31 December 2010 presented by the Management Board.

2. The approval of the proposal for covering the loss of 2010 presented by the Management Board.                                                                                                                                                            

With 16 293 674 votes, which constitutes approximately 100% votes in favour, to approve the proposal for covering the loss presented by the Management Board, according to which the loss of 2010 in the amount of 2,305,000 EEK (146,000 EUR), of which the part belonging to the owners of the parent company forms 2,017,000 EEK (129,000 EUR) and the part belonging to minor shareholders forms 288,000 EEK (18,000 EUR), to be covered from retained earnings. No dividends to be paid to the shareholders and no allocations to be made to reserves.

3. The recalculation of the share capital into euros and the reduction of the share capital.                      

With 16 293 310 votes, which constitutes approximately 100% votes in favour, in connection with the introduction of the euro in the Republic of Estonia, to recalculate the shares and the share capital of the public limited company into euros. The nominal value of one share of the company is 10 EEK, which in accordance with the rounding rules stipulated in § 525³ of the Commercial Code amounts to 0.64 EUR. The registered share capital of the company is 297,968,410 EEK, which in accordance with the rounding rules stipulated in § 525³ of the Commercial Code amounts to 19,043,652.30 EUR. The rounding of the result of the recalculation of the nominal value of the shares does not carry legal meaning. In accordance with the norm stipulated in § 223(1) of the Commercial Code, pursuant to which the minimum nominal value of a share shall be 10 euro cents, and the norm stipulated in § 223(2), pursuant to which if the nominal value of a share is greater than 10 euro cents, the nominal value shall be a multiple of 10 euro cents, to reduce the share capital of the company by 1,165,547.70 EUR by way of reducing the nominal value of the shares to 17,878,104.60 EUR and to reduce the nominal value of the shares by 4 euro cents to 60 euro cents. In connection with the reduction of the share capital, no payments shall be made to the shareholders. The 1,165,547.70 EUR obtained as a result of the reduction of the share capital shall be allocated to retained earnings. The list of shareholders participating in the reduction of the share capital shall be fixed as at 23:59 on 13 June 2011.

4. The amendment of the Articles of Association.                                                                                             

With 16 293 674 votes, which constitutes approximately 100% votes in favour, to amend the Articles of Association of the company and to approve the Articles of Association in new redaction.

5. The appointment of the auditor and the establishment of the procedure of payment.                           

With 16 293 674 votes, which constitutes approximately 100% votes in favour, to appoint auditing company AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the period of 1 January 2011 to 31 December 2011. The auditing services shall be paid for on the basis of the contract to be concluded with the auditing company.

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