Notice on convening Annual General Meeting of shareholders of AS Premia FoodsTallinn, Estonia, 2012-05-07 08:00 CEST --
AS Premia Foods (registry code 11560713, address Betooni 4, 11415 Tallinn, Republic of Estonia), hereby convenes the annual General Meeting of shareholders, which will be held on 29 May 2012 starting at 11.00 A.M. in hall “Epsilon” of the hotel „Radisson Blu 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 21 May 2012 at 23.59.
The registration of the participants of the General Meeting begins on 29 May 2012 at 10.30 A.M. and ends at 11.00 A.M. at the venue of the meeting.
For registration, please submit:
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in case of a natural person shareholder, a passport or ID-card. Representative of the shareholder must also submit a written power of attorney;
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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 written 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 20 May 2012 at the latest.
In accordance with the resolution of the Supervisory Board of AS Premia Foods, dated 25 April 2011, the agenda of the annual General Meeting along with the proposals of the Supervisory Board for the shareholders is as follows:
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Approving the annual report for 2011
The Supervisory Board proposes to the annual General Meeting to approve the annual report of AS Premia Foods for 2011 in the form submitted to the annual General Meeting.
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Deciding on distribution of profits
The retained profits of AS Premia Foods as at 31 December 2011 are 890,000 euro.
The Supervisory Board of AS Premia Foods proposes the annual General Meeting to pay dividends on the account of retained earnings accrued until 31.12.2011 in the amount of 387,000 euro, i.e. 0.01 euro per share and to transfer 5% of AS Premia Food’s net profit for the period, i.e. 6,500 euro into mandatory reserve capital.
The list of shareholders entitled to receive dividends will be determined as of 12 June 2012 at 23.59 and the date of payment of dividends will be on 15 June 2012 at the latest.
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Electing a new member to the Supervisory Board
The Supervisory Board proposes to the annual General Meeting to elect Arko Kadajane as an additional member of the Supervisory Board of AS Premia Foods.
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Amending the Articles of Association
The Supervisory Board proposes to the annual General Meeting to amend the Articles of Association and to approve the Articles of Association in a new version as presented to the shareholders before the meeting.
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Decreasing the share capital of AS Premia Foods
The Supervisory Board proposes the annual General Meeting to decide the decreasing of the share capital of AS Premia Foods as follows:
- the share capital shall be decreased by decreasing the nominal value of a share by 0.10 euro (10 cents), as a result of which the new nominal value of a share shall be 0.50 euro (50 cents);
- the share capital shall be decreased in total by 3,868,286 euro, as a result of which the new amount of share capital shall be 19,341,430 euro;
- the reason for decreasing the share capital is the adjustment of the capital structure of AS Premia Foods. The decrease of share capital of AS Premia Foods enables to balance the financial leverage of AS Premia Foods and to bring equity returns and ratios of AS Premia Foods to more adequate level.
The list of shareholders participating in the share capital decrease will be determined as of 29 August 2012 at 23.59.
The share capital is decreased by making payments to the shareholders and the amount of payment is 0.10 euro (10 cents) per share.
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Appointing the auditor for financial year of 2012 and determining the auditor’s remuneration
The Supervisory Board proposes to the annual General Meeting to appoint AS PricewaterhouseCoopers as the auditor of AS Premia Foods for the financial year 2012 and to determine the remuneration of the auditor pursuant to the agreement to be executed with the auditor.
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Approving amendments to the terms and conditions of the stock options granted to the members of the Supervisory Board
The annual General Meeting of 2011 held on 31 May 2011 decided to approve the terms and conditions of stock options granted to the members of Supervisory Board.
The Supervisory Board proposes the annual General Meeting to amend the terms and conditions of the stock options granted to the members of the Supervisory Board in respect of the price per share in connection with the decrease of share capital of AS Premia Foods and to approve the amendment to the terms and conditions of the stock options granted to the members of the Supervisory Board according to which the share price applicable in respect of exercising the stock options granted to the members of the Supervisory Board shall be 0.83 euro per share.
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Remunerating the members of Supervisory Board
The Supervisory Board proposes the annual General Meeting to amend the terms of remunerating the members of the Supervisory Board as resolved by the General Meeting on 31 May 2011 as follows:
- Chairman of the Supervisory Board shall be remunerated in the gross amount of 1,000 euro per one calendar month;
- Vice-Chairman of the Supervisory Board shall be remunerated in the gross amount of 750 euro per calendar month;
- the non-resident members of the Supervisory Board shall be remunerated in the gross amount of 500 euro per one meeting attended in Estonia, whereas the Management Board shall be entitled to determine the procedure for paying the remuneration (whether to cover travelling and accommodation costs of the respective member of the Supervisory Board or to pay the amount as allowance).
All documents pertaining to the annual General Meeting of shareholders of AS Premia Foods, including the annual report for 2011, the sworn auditor's report, the profit distribution proposal, the draft of the new version of the articles of association, the curriculum vitae of the new Supervisory Board member candidate and the draft resolutions are available for review as of the date of publishing of this notice on the website of AS Premia Foods www.premiafoods.eu.
This notice on convening annual General Meeting as well as the total number of shares and voting rights related to shares as of the day of publishing the notice on convening annual General Meeting will be also published on the website of AS Premia Foods www.premiafoods.eu.
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 file within two weeks a petition to a court by way of proceedings on petition to oblige 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 26 May 2012 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 14 May 2012 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 Additional information:
Kuldar Leis
Chairman of Management Board
T: +372 6 033 800
kuldar.leis@premia.ee
www.premiafoods.eu
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