Tallinn, Estonia, 2011-03-22 10:51 CET (GLOBE NEWSWIRE) --
An extraordinary General Meeting of shareholders of AS Premia Foods (register code 11560713, address Betooni 4, 11415 Tallinn, Republic of Estonia) was held today on 22 March 2011 starting at 11:00 a.m. in a room Beeta of the conference center of Hotel Olümpia (address Liivalaia 33, Tallinn) (hereinafter the Meeting).
The Meeting started at 11.00 and ended at 11.30. Altogether 15 shareholders whose shares represent 26,504,994 votes, representing 68.52% of the share capital, participated at the Meeting. Therefore the Meeting was eligible to adopt resolutions in respect of the items on the agenda of the Meeting.
The agenda of the Meeting was the following:
- Appointment of an auditor for the financial year of 1 January 2010 – 31 December 2010;
- Amendments to the Articles of Association;
- Conversion of the share capital of AS Premia Foods into euro; decreasing the share capital of AS Premia Foods;
- Merger of OÜ TCS Invest and AS Premia Foods.
The following resolutions were passed at the Meeting:
- Appointment of an auditor for the financial year of 1 January 2010 – 31 December 2010
The meeting resolved to appoint Rimess OÜ (register code 10384467, registered address Ahtri 6a, Tallinn, 10151) to be the auditor of AS Premia Foods for the financial year of 1 January 2010 – 31 December 2010 and to remunerate the auditor’s work pursuant to an agreement to be executed with Rimess OÜ.
Tabulation of votes:
In favour: 26,503,994 votes 100% of the votes represented at the Meeting
Against: 0 votes 0% of the votes represented at the Meeting
Impartial: 1,000 votes 0% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting
Invalid: 0 votes 0% of the votes represented at the Meeting
- Amendments to the Articles of Association
The meeting resolved to amend Section 3.1 of the Articles of Association of AS Premia Foods and adopt Section 3.1 in the wording as follows:
3.1 The minimum share capital of the Company shall amount to 20,000,000 euro and the maximum share capital shall amount to 80,000,000 euro.
Tabulation of votes:
In favour: 26,504,994 votes 100% of the votes represented at the Meeting
Against: 0 votes 0% of the votes represented at the Meeting
Impartial: 0 votes 0% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting
Invalid: 0 votes 0% of the votes represented at the Meeting
The meeting resolved to amend Section 3.2 of the Articles of Association of AS Premia Foods and adopt Section 3.2 in the wording as follows:
3.2 The nominal value of a share is 0.60 euro (sixty euro cents) and each share shall grant one vote at the General Meeting of shareholders.
Tabulation of votes:
In favour: 26,504,994 votes 100% of the votes represented at the Meeting
Against: 0 votes 0% of the votes represented at the Meeting
Impartial: 0 votes 0% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting
Invalid: 0 votes 0% of the votes represented at the Meeting
The meeting resolved to amend Section 3.6 of the Articles of Association of AS Premia Foods and adopt Section 3.6 in the wording as follows and to adopt the Articles of Association of AS Premia Foods in the new wording as appended to the minutes of the Meeting:
3.6 The Supervisory Board of the Company shall be entitled to increase the share capital of the Company by up to 600,000 euro by issuing up to 1,000,000 new ordinary shares of the Company during the period as from 31 January 2011 until 31 January 2014. As a result of the increase of share capital by the Supervisory Board, the maximum amount of the share capital of the Company may be 23,809,716 euro. The Supervisory Board is entitled to resolve increase of the share capital of the Company either with monetary contributions or with non-monetary contributions. The Supervisory Board has all the rights of the General Meeting of shareholders in resolving the increase of share capital, among other terms the Supervisory Board shall be entitled to exclude the shareholders' pre-emptive right to subscribe for the new shares to be issued.
Tabulation of votes:
In favour: 26,503,994 votes 100% of the votes represented at the Meeting
Against: 0 votes 0% of the votes represented at the Meeting
Impartial: 1,000 votes 0% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting
Invalid: 0 votes 0% of the votes represented at the Meeting
- Conversion of the share capital of AS Premia Foods into euro; decreasing the share capital of AS Premia Foods
In connection with the conversion of the share capital of the Company into euro, to decrease the share capital of the Company by 1,513,137.53 euro by decreasing the nominal value of the share of the Company without making disbursements to the shareholders of the Company. The new amount of share capital of the Company is 23,209,716 euro which is divided into 38,682,860 ordinary shares with the nominal value of 0.6 euro. The rounding of the result of conversion of the nominal value of the shares has no legal consequences. The list of shareholders participating in the decrease of share capital will be determined on 5 April 2011 at 23.59
Tabulation of votes:
In favour: 26,504,994 votes 100% of the votes represented at the Meeting
Against: 0 votes 0% of the votes represented at the Meeting
Impartial: 0 votes 0% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting
Invalid: 0 votes 0% of the votes represented at the Meeting
- Merger of OÜ TCS Invest and AS Premia Foods
The meeting resolved to approve the merger agreement executed between AS Premia Foods and OÜ TCS Invest and to resolve the merger of the Company and OÜ TCS Invest in the way that OÜ TCS Invest is the company being acquired and AS Premia Foods is the acquiring company and that OÜ TCS Invest is deemed to be dissolved without a liquidation proceeding. After the merger the Company’s business name will remain AS Premia Foods.
Tabulation of votes:
In favour: 26,504,994 votes 100% of the votes represented at the Meeting
Against: 0 votes 0% of the votes represented at the Meeting
Impartial: 0 votes 0% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting
Invalid: 0 votes 0% of the votes represented at the Meeting
The resolutions were adopted at the Meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of AS Premia Foods.
Kuldar Leis
Premia Foods
Chairman of the Management Board
T: 6 033 800
kuldar.leis@premia.ee
www.premiafoods.eu