TELESCAN AS, registry code 10592898, address Viru väljak 2, Tallinn, Harju County, 10111 (hereinafter Company), convenes Annual General Meeting of shareholders that will be held on 26 June 2014 at 10:00 at the Company Offices at Metro Plaza (Viru väljak 2, Tallinn, Estonia).
Registration of participants at the Annual General Meeting begins at 9:00. Registration will be carried out on the basis of an identification document and in case of the shareholder’s representative, power of attorney or any other document evidencing authorization.
Agenda of the Annual General Meeting and the proposals of the Supervisory Board and the Management Board regarding the points on the agenda:
1. Chairman’s opening remarks
2. Annual Report by the CEO
3. Approval of the Company’s 2013 annual report
To approve the Annual Report for the year ending 31.12.2013 of Telescan AS presented by the Management Board.
4. Increase in the Company’s share capital
The Supervisory Board proposes an increase in share capital by issuing a further 20 000 shares at a premium of 9 Euros per share I.e. at an issue price of 10 Euros per share, in order to broaden the shareholder basis.
5. Amendment to the Company’s Articles of Association
In order to broaden Telescan’s shareholder base, the Supervisory Board proposes to the general meeting to amend the articles of association as follows:
5.1. to amend subsections 2.1. and 2.2. of the articles of association of the Company and to approve them in the following wording:
2.1. The minimum amount of share capital shall be 250,000 euro and the maximum amount shall be 1,000,000 Euro, in between of which the share capital can be changed by the resolution of the general meeting of the shareholders without amending the articles of association.
2.2. The Company has 1 (one) class of registered shares. Nominal value of a share is 0,1 Euro.
The increase in minimum share capital will be paid for with monetary contribution.
6. Share split
The current authorized 100,000 one Euro Par Value shares will be split into into 1,000,000 shares of 0.1 Euro Par Value on a ten for one basis.
7. Composition of the Supervisory Board
8. Composition of the Management Board
9. Appointment of Certified Financial Adviser to the NASDAQ-OMX First North marketplace;
10. Appointment of Auditors
11. Authorisation to issue US$20,000,000 worth of 4% Redeemable Convertible Bonds in 4 tranches of US$5,000,000
12. Any other business
13. Close of meeting
The list of shareholders entitled to participate at the Annual General Meeting shall be determined 7 days before the date of the Annual General Meeting, as at 20th June, 11:59 PM.
The contents of the Annual General Meeting, including the drafts of the resolutions, annual report of the financial year ending December 31st 2013 of Telescan AS and the auditors’ report shall be made available on the home-page of Telescan AS at www.telescan.ee and in the office of Telescan AS at the address Viru väljak 2, Tallinn, on business days from 09:00 AM to 4:00 PM.
Questions concerning the items on the agenda may be sent to the e-mail address info@telescan.ee.
After the items on the agenda, including any additional items, have been dealt with, the shareholders have the right to receive information on the activities of the Company from the Management Board at the General Meeting of Telescan AS.
The shareholders whose shares represent at least one-twentieth of the share capital may demand an inclusion of additional issues on the agenda of the General Meeting if such demand is presented at least 15 days prior to the date of the General Meeting. The above mentioned documents shall be sent to the Company in writing at the Company’s offices at Viru väljak 2, 10111, Tallinn.
The shareholders whose shares represent at least one-twentieth of the share capital may submit to the public limited company a draft resolution for every item of the agenda. This right may not be exercised after 3 days before holding the General Meeting.
Sincerely Yours
Management Board of Telescan AS