Tallinn, Estonia, 2011-05-06 08:00 CEST (GLOBE NEWSWIRE) --
AS Premia Foods (register code 11560713, address Betooni 4, 11415 Tallinn, Republic of Estonia), hereby convenes the annual General Meeting of shareholders, which will be held on 31 May 2011 starting at 12.00 P.M. in room Gamma of the conference centre of Hotel Olümpia (address Liivalaia 33, Tallinn).
The list of shareholders being entitled to vote at the General Meeting will be determined seven days before the meeting, i.e. on 24 May 2011 at 23.59.
The registration of the participants of the General Meeting begins on 31 May 2011 at 11.30 A.M. and ends at 12.00 P.M. at the venue of the meeting.
For registration, please submit:
- in case of a natural person shareholder, a passport or ID-card. Representative of the shareholder must also submit a written power of attorney;
- in case of a legal entity shareholder, an extract from the respective register where the legal entity is registered evidencing the authorities of the legal entity’s representative to represent the legal entity (representation by virtue of law); and a passport or ID card of the representative. If the legal entity is represented by a person who is not the legal representative of the legal entity, a written power of attorney is also required. The documents of a shareholder located abroad shall be legalized or certified with an apostille unless a relevant international agreement stipulates otherwise.
Prior to the annual General Meeting, a shareholder may notify AS Premia Foods of appointing a representative or revoking authorisations to represent the shareholder by sending a respective digitally signed notice to the e-mail address premia@premia.ee or by personally delivering the notice during business days from 10.00 a.m. until 4.00 p.m. to the address Betooni 4, 11415 Tallinn, Republic of Estonia, by 4.00 p.m. on 23 May 2011 at the latest.
In accordance with the resolution of the Supervisory Board of AS Premia Foods, dated 26 April 2011, the agenda of the annual General Meeting along with the proposals of the Supervisory Board for the shareholders is as follows:
- Approving the annual report for 2010
The Supervisory Board proposes to the annual General Meeting to approve the annual report of the Company for 2010 in the form submitted to the annual General Meeting.
- Deciding on distribution of profit
The retained profit of the group of the Company as at 31 December 2010 is 1,831,000 euro (28,645,000 kroons).
The Supervisory Board of the Company proposes the annual General Meeting to distribute dividends on the account of retained profit in the amount of 387,000 euro (6,050,000 kroons), i.e. 0.01 euro per share.
The list of shareholders entitled to receive dividends will be determined as of 15 June 2011 at 23.59 and the date of payment of dividends will be on 20 June 2011.
3) Appointing the auditor for financial year of 2011 and determining the procedure for remuneration of auditor
The Supervisory Board proposes to the annual General Meeting to appoint Aktsiaselts PricewaterhouseCoopers as the auditor of the Company for financial year 2011 and to determine the procedure for remuneration of auditor pursuant to the agreement to be concluded with the auditor.
4) Approving the stock options granted to the members of Supervisory Board
On 20 December 2010, the Supervisory Board of the Company approved the terms and conditions of the management and key employee stock option plan as described in the offering and listing prospectus of the Company, dated 21 April 2010. According to the Rules of the NASDAQ OMX Tallinn Stock Exchange, stock options granted to the members of Supervisory Board need to be approved by the General Meeting of shareholders.
The Supervisory Board of the Company makes the annual General Meeting proposal to approve stock options to be granted to the member of the Supervisory Board Mr. Erik Haavamäe on the following terms and conditions:
(i) Mr. Erik Haavamäe shall be granted 96,000 stock options entitling Mr. Erik Haavamäe to acquire altogether up to 96,000 shares of the Company. The number of option rights granted to Mr. Erik Haavamäe have been determined dependent on achievement of targets set for the Company and input of Mr. Erik Haavamäe into activities of the Company;
(ii) Mr. Erik Haavamäe shall be entitled to subscribe for altogether up to 96,000 shares of the Company during 3-year period starting from 10 January 2012 and ending on 17 January 2014;
(iii) The shares of the Company may be acquired with the price of EUR 0.93 per one share;
(iv) The shares of the Company acquired in the course of the option plan grant the right to dividends on the same financial year as they were acquired provided that the list of persons entitled to dividends has not been fixed before the acquisition of shares.
The Supervisory Board of the Company proposes the annual General Meeting to approve the stock option agreement concluded with Mr. Erik Haavamäe by the Management Board of the Company on the above-described terms and conditions.
All documents pertaining to the annual General Meeting of shareholders of AS Premia Foods, inter alia the annual report for 2010 and the draft resolutions are available for review as of 9 May 2011 on the website of AS Premia Foods www.premiafoods.eu or during business days from 10.00 A.M. until 4.00 P.M. at the address Betooni 4, 11415 Tallinn, Republic of Estonia.
Inquiries on items of the agenda of the annual General Meeting of shareholders can be sent to the e-mail address premia@premia.ee.
A shareholder has a right to receive information on the activities of AS Premia Foods from the Management Board at the General Meeting. The Management Board may refuse to disclose the information if there are sufficient grounds to presume that the disclosure may adversely affect the interests of the company. If the Management Board refuses to disclose the information, the shareholder may claim that the General Meeting decides on the lawfulness of the shareholder's request or within two weeks file a petition to a court by way of proceedings on petition to obligate the Management Board to disclose the information.
Shareholders, whose shares represent at least 1/20 of the share capital of AS Premia Foods, may propose draft resolutions with respect to each item on the agenda at least 3 days prior to the annual General Meeting, i.e. by 28 May 2011 the latest by submitting the proposal in writing to the following address: AS Premia Foods, Betooni 4, 11415 Tallinn, Republic of Estonia.
Shareholders, whose shares represent at least 1/20 of the share capital of AS Premia Foods, may request additional items to be added on the agenda of the annual General Meeting if a respective request has been submitted at least 15 days prior to the General Meeting, i.e. by 16 May 2011 the latest in writing to the following address: AS Premia Foods, Betooni 4, 11415 Tallinn, Republic of Estonia.
Kuldar Leis
AS Premia Foods
Chairman of Management Board
T:+372 6 033 800
kuldar.leis@premia.ee
www.premiafoods.eu