OLYMPIC ENTERTAINMENT GROUP AS, register code 10592898, address Pronksi 19, 10124 Tallinn (hereinafter Company) calls an annual general meeting of shareholders, which is held on 05 May 2011, starting at 11.00 at Park Hotel & Casino, Park Lounge (Kreutzwaldi 23, Tallinn, Estonia).
The agenda of the annual meeting of shareholders is the following:
1. Approving the Company’s 2010 consolidated annual report;
2. Deciding on distribution of profit;
3. Appointing the auditor for auditing the financial year covering the period from 01.01.2011 − 31.12.2011;
4. Determination of terms and conditions of Share Option Program;
5. Amending of the Company’s articles of association I (Articles Amendment I);
6. Converting the share capital of the Company into Euros, and reducing the share capital (Capital Reduction I);
7. Adoption of shares with no nominal value and amending the Company’s articles of association (Articles Amendment II);
8. Reducing the Company's share capital (Capital Reduction II);
9. Renewal of the term of office of the Members of the Supervisory Board of the Company.
The supervisory board has approved the agenda of the general meeting presented by the management board, and makes the following proposals to the annual general meeting of shareholders of the Company:
1. Approving the Company’s 2010 consolidated annual report;
The Supervisory Board proposes to the general meeting to vote in favour of the approval of the consolidated annual report of the Company for the financial year of 2010, according to which the net profit amount is 17 885 032 kroons (1 143 062 euros).
2. Deciding on distribution of profit
The supervisory board proposes to the general meeting to vote in favour of approving the resolution on distribution of the profit of the financial year of 2010 as follows:
2.1. Net profit amount: 17 885 032 kroons (1 143 062 euros);
2.2. Share of the profit intended to be distributed to the shareholders: 0 kroons (0 euros);
2.3. Transfer to the mandatory reserve capital: 894 252 kroons (57 153 euros);
2.4. Applying the profit towards other purposes: 16 990 780 kroons (1 085 909 euros) is added to the retained loss.
3. Appointing the auditor for auditing the financial year covering the period from 01.01.2011 − 31.12.2011
The supervisory board proposes to the general meeting to vote in favour of the proposal on appointing the auditor of the Company upon the following terms and conditions:
3.1. To appoint Estonia AS PricewaterhouseCoopers (registry code 10142876, seat Pärnu mnt 15, Tallinn, 10141, Estonia) to serve as the auditors of the Company.
3.2. AS PricewaterhouseCoopers shall audit the Company’s annual report for the financial year from 01.01.2011 – 31.12.2011.
3.3. 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.
4. Determination of terms and conditions of Share Option Program
The Supervisory Board proposes to the general meeting to vote in favour of the determination of terms and conditions of share option program proposals upon the following terms and conditions:
4.1. Until 30.06.2011 the Company shall be entitled to issue in total up to 600 000 (six hundred thousand) share options. Every share option grants the eligible person the right to acquire 1 (one) share of the Company.
4.2. The eligible persons of this share option scheme are senior executives of the Company and of undertakings of the Company’s Group, who are selected by the supervisory board of the Company, whereas the term ‘senior executive’ shall be inclusive of both persons in an employment relationship, as well as members of the governing bodies (other than the members of the supervisory board of the Company). The management board of the Company may submit suggestions to the supervisory board regarding the selection of eligible persons from among the senior management staff.
4.3. The number of share options issued to individual senior executives shall be determined by the supervisory board of the Company. The supervisory board of the Company shall notify every senior executive included in the range of eligible persons of their relevant decision in writing.
4.4. Under these share option conditions one senior executive, being an eligible person of the share option, is entitled to receive no more than 70 000 (seventy thousand) share options.
4.5. In the event that the eligible person wishes to acquire the share option designated for him or her, that person shall execute with the Company a written option agreement at the latest within one month following the receipt of such notice. If the eligible person does not conclude the option agreement with the referred term, the person loses the right for acquiring the share options allocated to him or her.
4.6. The implementation of the terms and conditions of the share option scheme, and the procedure for exercising the share option shall be set forth in the option agreement concluded by and between the Company and the eligible person.
4.7. The eligible person of this share option has the right to exercise the issued option as from the 37th calendar month following the issue of the option. For exercising the option the eligible person shall submit the Company a statement of intent in accordance with the provisions of the share option agreement.
4.8. The eligible person of the share option may not transfer the share options issued to him or her.
4.9. For the purpose of complying with the share option conditions the Company shall issue up to 600 000 (six hundred thousand) shares with the price equal to the nominal value of the share or the calculated value of the share with no nominal value.
4.10. The expiration date of the entire share option scheme shall be 01.09.2014 by which date the statement of intent for exercising the option must be submitted. The supervisory board shall establish the detailed time schedule of the share option scheme, and the procedure for exercising the same.
4.11. The price for exercising the share option shall be the nominal value of the share or the calculated value per one share.
4.12. When new shares are issued to meet the terms and conditions of the share option scheme, such shares shall entitle the shareholder to receive dividends on the financial year when the shares were issued, and subject to adopting the resolution to pay dividends.
4.13. In connection with the share option the pre-emptive right of the shareholders to subscribe for new shares issued to comply with the share option conditions shall be excluded. Prior to registration of the increase of the share capital in the framework of the share option program the general meeting of the shareholders shall adopt resolution on the amendment of the articles of association of the Company for changing the number of the shares if this is required by the law.
5. Amending of the Company’s articles of association I (Articles Amendment I)
The Supervisory Board proposes to the general meeting in relation to the conversion of the share capital into Euros and share option program to vote in favour of the proposals to amend the articles of association as follows:
5.1. To amend subsections 4.1, 4.2 and 4.7 of the articles of association of the Company and to approve them in the new wording as follows:
4.1. The minimum amount of the share capital of the Company is 30 000 000 (thirty million) euros, and the maximum amount of the share capital is 120 000 000 (one hundred and twenty million) euros.
4.2. The nominal value of a share of the Company is EUR 0.60 (sixty euro cents), and every share gives one vote at the general meeting of the Company.
4.7. In connection with the share option program, the Company’s supervisory board may during the period of 3 (three) years as from 05.05.2011 increase the share capital of the Company by up to EUR 360 000 (three hundred and sixty thousand euros) by issuing up to 600 000 (six hundred thousand) 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 91 157 703 (ninety-one million one hundred and fifty-seven thousand seven hundred and three euros). If the Supervisory Board decides to increase the share capital then the precondition for registration of the increase of the share capital in the Commercial Register is the amendment of the articles of association for changing the number of the shares if the law requires the fulfilment of such precondition.
5.2. To approve the new version of the Company’s articles of association, with the above amendments.
6. Converting the share capital of the Company into Euros, and reducing the share capital (Capital Reduction I)
The Supervisory Board proposes to the general meeting to vote in favour of the proposals to convert into Euros and reduce the share capital as follows:
6.1. In relation to introducing the Euro in Estonia, to convert the Company’s share capital from Estonian kroons into euros, and to reduce the share capital upon the following conditions:
6.1.1. convert the Company’s share capital amount and the nominal value of the shares into the euro, by rounding the amount in euros with the precision of two digits after the decimal point. Pursuant to § 5252 (3) of the Commercial Code the rounding has no legal consequence and does not affect any rights stemming from the share, and the ratio of the nominal values of the shares to the share capital;
6.1.2. the share capital amount of the Company to be converted is EEK 1 513 295 050 i.e. EUR 96 717 181.37 that is divided into 151 329 505 shares, whereas the nominal value of the share to be converted is EEK 10, i.e. EUR 0.64;
6.1.3. reduce the share capital of the Company by EUR 5 919 478.37 from EUR 96 717 181.37 to EUR 90 797 703, by reducing the nominal value of the shares, and making monetary disbursements to the shareholders. The disbursements to the shareholders shall be made within the term set forth by the law;
6.1.4. reduce the nominal value of every share by EUR 0.04, from EUR 0.64 to EUR 0.60;
6.1.5. as a result of the share capital reduction the new nominal value of the share shall be EUR 0.60, the number of the share remains the same (i.e. 151 329 505) and the total amount of the share capital shall be EUR 90 797 703;
6.1.6. the reason for reducing the share capital is the conversion of the share capital and the nominal value of the shares into the euro;
6.1.7. the list of shareholders participating in the reduction of the share capital shall be fixed at 19.05.2011 at 23:59.
7. Adoption of shares with no nominal value and amending the Company’s articles of association (Articles Amendment II)
The Supervisory Board proposes to the general meeting to vote in favour of the proposals to adopt the shares with no nominal value and to amend the articles of association as follows:
7.1. adopt shares with no nominal value.
7.2. In connection therewith to amend subsections 4.2, 5.1 and 11.1 of the articles of association of the Company and to approve them in the new wording as follows:
4.2. The Company has 151 329 505 shares with no nominal value, and every share grants one vote at the general meeting.
5.1. The share shall grant the shareholder the right to participate in the management of the Company, and in the distribution of profits and, upon dissolution of the Company, of the remaining assets of the Company pro rata to the calculated value of the shares.
11.1. A shareholder shall be paid a share of profit (dividend) pro rata to the calculated value of the shareholder’s shares.
7.3. To approve the new version of the Company’s articles of association, with the above amendments.
7.4. As a result of adopting the no-nominal-value shares the Company has 151 329 505 with no nominal value, whereas every share grants its holder one vote at the general meeting. Following the adoption of the resolution referred to in this section 7, the calculated value of the share shall be EUR 0.60.
7.5. The resolution adopted in this section shall enter into effect on the next date after the entries pertaining to the date of amending the articles of association and the new amount of the share capital, filed under the resolution pertaining to Articles Amendment I and Capital Reduction I, have been made in the commercial register.
8. Reducing the Company's share capital (Capital Reduction II)
As currently and in the near future the Company does not need the amount of the share capital registered at present time and the requirements set to the share capital by the law have been fulfilled even if the amount of the share capital is lower, the Supervisory Board proposes to the general meeting to vote in favour of the proposals to reduce the share capital as follows:
8.1. reduce the share capital of the Company on the following conditions:
8.1.1. to reduce the share capital of the Company by EUR 9 079 770.30 from EUR 90 797 703 to EUR 81 717 932.70;
8.1.2. the share capital is reduced by reducing the calculated value of the shares: as a result the reduction the calculated value of the share of the Company is reduced from EUR 0.60 to EUR 0.54, whereas the number of the share remains the same (i.e. 151 329 505), and the new amount of the share capital is EUR 81 717 932.70;
8.1.3. the share capital is reduced by making monetary disbursements to the shareholders. The disbursements to the shareholders shall be made within the term set forth by the law;
8.1.4. the reason for reducing the share capital is that currently and in the near future the Company does need the amount of the share capital registered at present time and the requirements set to the share capital by the law have been fulfilled even if the amount of the share capital is lower;
8.1.5. The list of shareholders participating in reduction of share capital shall be fixed as at the date 2 weeks after the entry into effect of the resolution to reduce the share capital as stated herein at 23.59.
8.1.6. The resolution adopted in this section shall enter into effect on the next date after the entries pertaining to the date of amending the articles of association and the new amount of the share capital, filed under the resolution pertaining to Articles Amendment I and Capital Reduction I, have been made in the commercial register.
9. Renewal of the term of office of the Members of the Supervisory Board of the Company
The term of office of the Members of the Supervisory Board of the Company Peep Vain, Liina Linsi and Jaan Korpusov expires on 11.09.2011. In relation to this the Supervisory Board proposes to the general meeting to vote in favour of the renewal of the term of office of the Members of the Supervisory Board as follows:
To renew the term of office of the Members of the Supervisory Board of the Company Peep Vain, Liina Linsi and Jaan Korpusov for 2 (two) year as from 12.09.2011 (included).
ORGANISATIONAL ISSUES
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.
The list of shareholders entitled to vote at the general meeting shall be fixed on 28 April 2011 at 23:59.
The registration of the participants of the general meeting starts on the day of the meeting, i.e. on 05 May 2011 at 10:30. For registration you are kindly requested to present your identity document; representatives of shareholders shall also present their power of attorney or another document evidencing of the right of representation. The relevant forms of the power of attorney and a notice on revoking a power of attorney are available on the website of the Company at http://www.olympic-casino.com. Legal entities are requested to present an effective extract from the registry card. Documents pertaining to foreign legal entities need to be legalised or certified with an apostille, unless an international treaty stipulates otherwise and to be translated into Estonian by sworn translator.
A shareholder may notify the Company of appointing a representative, and of rescinding the powers of the representative before the holding of the general meeting, by sending a relevant digitally signed notice by e-mail to info@oc.eu, or serving the document(s) personally to the office of the Company at Pronksi 19, 3rd floor on business days from 09:00 to 17:00, at the latest by 04 May 2011.
The annual report of the Company and the auditor’s report are available for reviewing at the website of the NASDAQ OMX Tallinn Stock Exchange at www.nasdaqomxbaltic.com. The annual report of the Company, the drafts of the new versions of the articles of association, the draft resolutions, and any other documents of the general meeting are available for reviewing as of 12 April 2011 on the website of the Company at http://www.olympic-casino.com and on workdays between 09:00 to 17:00 at Pronksi 19, 3rd floor. Questions regarding any item on the agenda of the general meeting may be addressed to the Company by e-mail at info@oc.eu, or by telephone 667 1250. The questions, responses and the minutes of the general meeting shall be published on the website of the Company at http://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 20 April 2011. 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 02.05.2011. 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 at http://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.
Madis Jääger
Member of the management board of Olympic Entertainment Group AS