Notice calling an extraordinary general meeting of PTA Grupp AS
Dear Shareholder of PTA Grupp AS,
The Management Board of PTA Grupp AS (reg. code 10175491, seat Akadeemia tee 33,
Tallinn, hereinafter also as “PTA”) invites you to the Extraordinary General
Meeting of Shareholders which will take place at 4 p m on May 31, 2007 at the
seat of the Company at Akadeemia tee 33 in Tallinn, Republic of Estonia. The
Management Board of PTA convenes the General Meeting at the request of the
Supervisory Board in accordance with § 292 (1) 3) of the Commercial Code.
The agenda of the Extraordinary General Meeting of PTA, including the issues to
be discussed and the proposals of the Supervisory Board of PTA are set out below
(§ 294 (5) of the CC).
Agenda of the Extraordinary General Meeting:
Procedural issues;
Approval of the Merger Agreement by the General Meeting of Shareholders and
passing of the merger resolution;
The Supervisory Board of the Company has made a proposal to the General Meeting
to approve the Merger Agreement entered into between PTA and the subsidiary of
PTA - AS Silvano Fashion Group (address Tartu mnt 2, Tallinn, Republic of
Estonia, reg. code 11127815) on April 13, 2007, and to pass a merger resolution.
Pursuant to the Merger Agreement, the acquiring company is PTA and the company
being acquired is AS Silvano Fashion Group.
The deciding on the approval of the Merger Agreement and the passing of the
merger resolution will not take place at the Extraordinary General Meeting of
the Shareholders of the Company, if the following prerequisites are met
according to § 421 (4) of the Commercial Code: (1) at least one month prior to
the approval of the Merger Agreement by AS Silvano Fashion Group, the management
board of the company has issued a notice regarding the entry into the Merger
Agreement, and has submitted the documents required under the Commercial Code to
the shareholders for examination at the seat of the Company, and (ii) the
approval of the Merger Agreement by a merger resolution is not required by
shareholders whose shares represent at least 1/20 of the share capital and the
articles of association do not prescribe a smaller representation requirement.
The Merger Agreement entered into between PTA and AS Silvano Fashion Group on
April 13, 2007, the annual reports and the management reports of the merging
companies for the last three financial years, the merger report and the
auditor's report can be examined at least one month before the general meeting
that will decide on the merger at the seat of PTA at the address Akadeemia tee
33. Tallinn. The Merger Agreement can also be examined at least one month
before the general meeting that will decide on the merger in the Registration
Department of Harju County Court (the Commercial Register).
Amendment of the Articles of Association of PTA and approval of the new version
of the Articles of Association
Pursuant to the plan for the arrangement of the structure of the PTA Group,
released on April 13, 2007, PTA will merge with its wholly owned subsidiary AS
Silvano Fashion Group, and the latter will be acquired by PTA in the course of
such merger. Also a new subsidiary will sever from PTA, and the whole business
related to “PTA” brand will be transferred to said new subsidiary. The
restructuring plan has been disclosed as a stock exchange release via the
information system of Tallinn Stock Exchange.
In relation to the aforesaid restructuring, the business name, the seat and
areas of activity of PTA will change. The new business name of PTA will be AS
Silvano Fashion Group and its new location will be Tartu mnt 2, Tallinn.
The Supervisory Board of PTA makes a proposal to the shareholders of PTA to pass
the following resolution:
to amend Article 1.1 of the Articles of Association of the Company and reword it
as follows: “The business name of the Company is Aktsiaselts Silvano Fashion
Group, abbreviated as AS Silvano Fashion Group”;
to amend Article 1.2 of the articles of association of the Company and reword it
as follows: “The seat and the address of the Company is Tartu mnt 2, 10145
Tallinn, the Republic of Estonia”;
to amend Article 2.1 of the Articles of Association of the Company and reword it
as follows:
"Areas of activity of the Company are following:
holding company activity - main area of business (EMTAK code 7415);
business and management consultancy (EMTAK code 7414).”
to amend Article 6.1 of the Articles of Association of the Company and reword it
as follows: "The Supervisory Board consists of 3 (three) to 5 (five) members."
to amend Article 7.6 of the Articles of Association of the Company and reword it
as follows:
"All members of the Management Board may represent the Company only jointly
together."
to approve the new version of the Articles of Association of the Company
including the amendments approved by the Extraordinary General Meeting of
Shareholders.
The draft of the new Articles of Association, including the amendments suggested
by the Supervisory Board of PTA, can be examined at the seat of PTA at Akadeemia
tee 33, Tallinn, the Republic of Estonia.
Approval of the division plan
Under the aforesaid restructuring plan, a new subsidiary will sever from PTA,
and its name will be PTA Grupp AS. In relation thereto, the Management Board of
PTA has prepared a division plan which will be approved by the General Meeting
of the Shareholders of PTA.
The Supervisory Board of PTA will make a proposal to the shareholders of PTA to
pass the following resolution:
to approve the division plan prepared by the Management Board of PTA (in the
form appended to the minutes of the Extraordinary General Meeting of
Shareholders), on the basis whereof PTA will be divided in such manner that a
part of the assets of PTA will transfer to the new company to be founded;
to approve the Articles of Association of the new company in the form attached
to the division plan pursuant to § 449 (4) of the Commercial Code.
The division plan signed on April 13, 2007, the annual reports and the
management reports of PTA for the last three financial years can be examined at
least one month before the general meeting that will decide on the division at
the seat of PTA at the address Akadeemia tee 33. Tallinn. The division can also
be examined at least one month before the general meeting that will decide on
the division in the Registration Department of Harju County Court (the
Commercial Register).
Removal of Members of the Supervisory Board and election of new Members of the
Supervisory Board
The aforesaid restructuring will involve the changing of the membership of the
Supervisory Board and Management Board of PTA, which will be brought into
conformity with the plan described in the listing and trading prospectus
published on November 9, 2006.
The Supervisory Board of the Company makes a proposal to the shareholders of the
Company to pass the following resolutions:
to remove the following Members of the Supervisory Board of the Company: Toomas
Leis, Andres Rätsepp and Sven Mansberg;
To elect the following Members of the Supervisory Board of the Company: Jaak
Raid (personal identification code 37602030338, place of residence Tallinn,
Estonia), Zinaida Valehha (date of birth 14.02.1941, place of residence pr.
Masherova 50-18, Minsk, Belarus).
To extend the tenure of the Member of the Supervisory Board Indrek Rahumaa
(personal identification code 37202170284, place of residence Tallinn, Estonia)
for the subsequent period.
*******
The voting rights of a shareholder at the Extraordinary General Meeting of
Shareholders will be determined on the basis of the share register as at 23:59
on May 20, 2007 (§ 297 (5) of the CC). Registration of the participants of the
meeting will start at 3.30 p.m. on May 31, 2007.
To participate in the meeting, a representative of a shareholder that is a legal
person is requested to submit documents evidencing his/her representation
rights, i.e. a member of the management board of a legal person will have to
submit a copy of the Commercial Register registration card, and an authorised
representative will have to submit a power of attorney issued by the management
board or a body replacing the management board together with a copy of the
Commercial Register registration card. The representative shall also produce an
ID.
A shareholder who is a natural person is requested to submit an ID and a
representative is also requested to submit a power of attorney.
The shareholders of PTA will be able to examine the materials of the
Extraordinary General Meeting of AS PTA Grupp, including the Merger Agreement
entered into between PTA Grupp AS and AS Silvano Fashion Group on April 13,
2007, the draft of the new Articles of Association of the Company, the division
plan of PTA and additional explanations of the items on the agenda of the
Extraordinary General Meeting of the Shareholders of the Company at the seat of
the Company at Akadeemia tee 33, Tallinn, Republic of Estonia, and at the
Internet site of the Tallinn Stock Exchange http://www.ee.omxgroup.com.
Peeter Larin
Chairman of the Management Board
PTA Grupp AS
Reg. code 10175491
Akadeemia tee 33, Tallinn
Tel. +372 6 710 700