OEG: Invitation to the Annual General Meeting of Shareholders of Olympic Entertainment Group AS
OLYMPIC ENTERTAINMENT GROUP AS, registry code 10592898, address Pronksi 19, 10124 Tallinn, (hereinafter Company), convenes annual General Meeting of shareholders that will be held on 19 April 2012 at 10.00 AM at Reval Park Hotel & Casino, Park Lounge (Kreutzwaldi 23, Tallinn).
Agenda for the annual General Meeting is the following:
1. Approval of 2011 consolidated annual report of the Company;
2. Deciding on the distribution of profit;
3. Covering the accumulated losses on account of the mandatory reserve of the Company;
4. Covering accumulated losses on account of the share premium;
5. Reducing the Company’s share capital;
6. Appointing the auditor for auditing the financial year covering the period from 01.01.2012 - 31.12.2012.
The Supervisory Board of the Company has approved the agenda of the General Meeting and makes the shareholders the following proposals:
1. Approval of 2011 consolidated annual report of the Company
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 2011, according to which the net profit amount is 13,830,017.30 euros and accumulated losses amount is 33,760,113.89 euros.
2. Deciding on the distribution of profit
The Supervisory Board proposes to the general meeting to vote in favour of the approval of the 2011 financial year profit distribution proposal as follows:
2.1. Net profit amount: 13,830,017.30 Euros;
2.2. Share of the profit intended to be distributed to the Shareholders: 0 Euros;
2.3. Transfer to the mandatory reserve capital: 691,500.87 Euros;
2.4. Use of the profit for other purposes: the accumulated losses shall be covered on account of 13,138,516.43 Euros.
3. Covering the accumulated losses on account of the mandatory reserve of the Company
The Supervisory Board proposes to the general meeting to vote in favour of covering the accumulated losses on account of the mandatory reserve of the Company as follows:
3.1. The amount of the mandatory reserve is 3,161,872.00 Euros and the amount of retained loss (after approval of the decision set out in point 3.2 above) is 20,621,597.46 Euros.
3.2. The mandatory reserve shall be used to the full extent to cover the loss from previous periods.
4. Covering the accumulated losses on account of the share premium
The Supervisory Board proposes to the general meeting to vote in favour of covering the accumulated losses on account of the share premium as follows:
4.1. The amount of the share premium is 14,534,820.30 Euros and the amount of accumulated losses (after approval of the decisions set out in points 2 and 3 above) is 17,459,725.46 Euros.
4.2. The share premium shall be used to the full extent to cover the loss from previous periods.
5. Reducing the Company's share capital
The Supervisory Board proposes to the general meeting to vote in favour of the proposals to reduce the share capital as follows:
5.1. to reduce the share capital of the Company altogether by 21,186,130.70 Euros from 81,717,932.70 Euros to 60,531,802 Euros;
5.2. 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 0.54 Euros to 0.40 Euros, whereas the number of the share remains the same (i.e. 151,329,505), and the new share capital is 60,531,802 Euros;
5.3. upon reducing the share capital, 6,053,180.20 Euros shall not be paid to the Shareholders but shall be used to cover the accumulated losses in the amount of 2,924,905.16 Euros (after approval of the decisions set out in points 2-4 above) and the remaining part in the amount of 3,128,274.04 Euros shall be transferred to the account of retained earnings;
5.4. the reduction of share capital in the amount of 15,132,950.50 Euros shall be paid to the Shareholders. The monetary disbursements to the Shareholders shall be made within the term set forth by the law;
5.5. the reason for reducing the share capital: the Company must cover the accumulated losses in the amount of 2,924,905.16 Euros and also as 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;
5.6. the list of Shareholders participating in reduction of share capital shall be fixed as at 4 May 2012 at 23.59.
6. Appointing the auditor for auditing the financial year covering the period from 01.01.2012 – 31.12.2012
The Supervisory Board proposes to the general meeting to vote in favour of the proposal to appoint the auditor of the Company upon the following terms and conditions:
6.1. To appoint AS PricewaterhouseCoopers (registry code 10142876, seat Pärnu mnt 15, Tallinn, 10141, Estonia) to serve as the auditor of the Company.
6.2. AS PricewaterhouseCoopers shall audit the Company’s annual report for the financial year from 01.01.2012 – 31.12.2012.
6.3. 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.
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.
List of shareholders entitled to vote at the General Meeting will be fixed on 12 April 2012 at 11.59 PM.
Registration to the meeting will start on the day of the meeting, 19 April 2012, at 09.30 AM at Reval Park Hotel & Casino, Park Lounge. 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 authorisation. The forms of power of attorney and revocation of the power of attorney are available at the Company’s website http://www.olympic-casino.com. Legal entities must also present a valid extract of the registry card. The documents of a company incorporated abroad must be legalised or stamped with apostille, if the international agreement does not prescribe otherwise, and translated into Estonian by the sworn translator.
A shareholder may notify about the appointment of a representative and the withdrawal of the power of attorney of the principal prior to the general meeting by sending respective digitally signed notice by e-mail to info@oc.eu or by delivering respective document(s) on business days from 9 AM till 5 PM at the latest by 18 April 2012 to the location of the Company at Pronksi 19, 3rd floor.
The annual report of the Company and the sworn auditor´s report have been made available at the NASDAQ OMX Tallinn website www.nasdaqomxbaltic.com. The annual report of the company, the drafts of resolutions and all other General Meeting documents shall be made available at the Company´s website http://www.olympic-casino.com and on business days from 9 AM till 5 PM also at Pronksi 19, 3rd floor as of 28 March 2012. Questions in respect of the items in the agenda of the General Meeting may be asked by e-mail: info@oc.eu or over phone +372 667 1250. Questions, answers and the minutes and resolutions of the annual General Meeting shall be disclosed at the Company´s website 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 4 April 2012. 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 16 April 2012. 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
CEO
Olympic Entertainment Group AS
Tel + 372 667 1250
E-mail madis.jaager@oc.eu
http://www.olympic-casino.com
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