OEG: Minutes of annual general meeting

        Print
| Source: Olympic Entertainment Group
multilang-release

The annual general meeting of shareholders of OLYMPIC ENTERTAINMENT GROUP AS (hereinafter the Company) was held today, on 25 April 2014, at 3:00 PM at the Conference centre of Radisson Blu Hotel Olümpia (Liivalaia 33, Tallinn, Estonia).

The announcement regarding the Meeting was published on 1 April 2014 on the webpage of the Company www.olympic-casino.com and through the information system of the NASDAQ OMX Tallinn and Warsaw Stock Exchange. The announcement regarding the Meeting was published in the daily newspapers Eesti Päevaleht and Äripäev on 3 April 2014.

On 10 April 2014, a shareholder of the Company, whose shares represent more than 5% of the Company’s share capital, HansaAssets OÜ (hereinafter the Shareholder), submitted a proposal for including an additional item on the agenda of the Meeting. A notice concerning supplementing the agenda of the Meeting of the Company was published through the information system of the NASDAQ OMX Tallinn and Warsaw Stock Exchange on 10 April 2014 and on the webpage of the Company www.olympic-casino.com on 11 April 2014. Additionally, the notice concerning supplementing agenda of the Meeting of the Company was published in the daily newspapers Eesti Päevaleht and Äripäev on 16 April 2014.

The Meeting started at 3:00 PM and ended at 3:42 PM. Forty four (44) shareholders attended the Meeting representing 113,295,811 votes, constituting 74.87% of the share capital. Therefore the Meeting was competent to pass resolutions regarding the items on the agenda of the Meeting.

The following resolutions were passed at the Meeting:

 

1. Approving the Company’s 2013 consolidated annual report

The Meeting resolved to approve the consolidated annual report of the Company for the financial year 1 January 2013 - 31 December 2013, according to which the net profit amount is 25,693,663.17 Euros.

Tabulation of votes: 

In favour: 113,153,911 votes 99.87% of the votes represented at the Meeting
Against: 0 votes 0% of the votes represented at the Meeting
Impartial: 141,900  votes 0.13% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting

 

2. Deciding on the distribution of profit

The Meeting resolved to distribute the net profit of the financial year that ended on 31 December 2013 in the amount of 25,693,663.17 Euros as follows:

2.1 To pay a dividend of 0.10 Euros per share, in the total amount of 15,132,950.50 Euros;
2.2 Transfer to the mandatory reserve capital: 1,284,683.16 Euros;
2.3 The remaining balance of retained earnings after the distribution of profit: 20,364,186.85 Euros.

The list of shareholders who are entitled to dividends shall be fixed on 12 May 2014 as at 11:59 PM. The dividends shall be paid to the shareholders on 13 May 2014 by a transfer to the shareholder’s bank account.

Tabulation of votes: 

In favour: 113,295,345 votes 100.00% of the votes represented at the Meeting
Against: 200 votes 0.00% of the votes represented at the Meeting
Impartial: 266 votes 0.00% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting

 

3. Amending the Company’s articles of association

The Meeting resolved to amend subsections 4.2 and 4.7 of the articles of association of the Company and to approve them in the new wording as follows:

4.2. The Company’s minimum number of shares without nominal value is 75,000,000 and the maximum number is 300,000,000. Every share grants one vote at the general meeting.
4.7. In connection with the share option program, the Company's supervisory board may during the period of 3 (three) years as from 26.04.2014 increase the share capital of the Company by up to EUR 240 000 (two hundred and forty 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 60,771,802 (sixty million seven hundred and seventy-one thousand eight hundred and two euros).

Tabulation of votes: 

In favour: 103,284,894 votes 91.16% of the votes represented at the Meeting
Against: 9,722,722 votes 8.58% of the votes represented at the Meeting
Impartial: 288,195 votes 0.25% of the votes represented at the Meeting
Did not vote: 0 votes 0% of the votes represented at the Meeting

 

4. Appointing the auditor for auditing the financial year covering the period from 01.01.2014 - 31.12.2014 

The Meeting resolved to appoint AS PricewaterhouseCoopers (registry code 10142876) as the auditor to the Company and to remunerate the auditor for auditing the Company’s annual report for the financial year of 2014 in accordance with the agreement signed between the Company and AS PricewaterhouseCoopers.

Tabulation of votes: 

In favour: 112,480,794 votes 99.28% of the votes represented at the Meeting
Against: 612,929 votes 0.54% of the votes represented at the Meeting
Impartial: 176,088 votes 0.16% of the votes represented at the Meeting
Did not vote: 26,000 votes 0.02% of the votes represented at the Meeting

 

5. Recalling of Mr Peep Vain from the Supervisory Board

The Meeting resolved to recall Mr Peep Vain from the Supervisory Board.

Tabulation of votes: 

In favour: 113,278,811 votes 99.98% of the votes represented at the Meeting
Against: 1,200 votes 0.00% of the votes represented at the Meeting
Impartial: 2,200 votes 0.00% of the votes represented at the Meeting
Did not vote: 13,600 votes 0.01% 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 the Company.

 

Madis Jääger
CEO
Olympic Entertainment Group AS
Tel + 372 667 1250
E-mail madis.jaager@oc.eu
http://www.olympic-casino.com