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AS Tallink Grupp, Stock Exchange Release
14.07.2006
Supervisory Council meeting
On 12 July 2006 Supervisory Council meeting of AS Tallink Grupp was held.
Agenda:
1. Election of the member of the Management Board for the next term.
2. Nomination of the chairman of the Management Board.
3. Determination of the remuneration of the members of the Management Board.
4. Calling the Extraordinary General Meeting of shareholders of AS Tallink Grupp and determination of the agenda of the Extraordinary General Meeting.
The Supervisory Board resolved unanimously:
1. To elect for the next term the member of the Management Board of AS Tallink Grupp Mr Enn Pant,
2. To nominate Mr. Enn Pant as the chairman of the Management Board of AS Tallink Grupp.
3. To pay the monthly remuneration to the members of the Management Board of AS Tallink Grupp.
4. To call the Extraordinary General Meeting of shareholders of AS Tallink Grupp on August 2, 2006 and to determine the agenda of the Extraordinary General Meeting as follows:
1) Amending the Articles of Association of AS Tallink Grupp.
The Supervisory Board of AS Tallink Grupp proposes to amend the Articles of Association of AS Tallink Grupp as follows:
To increase the number of the members of the Management Board as stipulated in the Articles of Association for five to seven members.
2) Increasing the Share Capital.
For the fulfilment of the terms stipulated by the Silja OY Ab share acquisition transaction, the Supervisory Board proposes to increase the share capital of AS Tallink Grupp upon the following conditions:
(1) To issue new 28 300 000 shares with nominal value of 10 kroons per share in result of which the new amount of the Share Capital shall be 1 698 000 000 kroons, assuming that the amended Articles of Association establishing the minimum share capital of 1 365 000 000 kroons and maximum share capital of 5 460 000 000 kroons as well as the increase of the share capital for 1 415 000 000 kroons as resolved by the Extraordinary General Meeting of 22 June 2006 have been entered in the Commercial Register by the time of the Extraordinary General Meeting.
(2) At the issue of the new shares to grant the right of subscription of all new shares only to shareholders of AS Tallink Grupp. The right of subscription is granted to the shareholders entered into the list of shareholders as of the date of the 24 of July 2006 at 8:00 A.M.
(3) Every shareholder has a pre-emptive right to subscribe for the new shares in proportion to the sum of the nominal values of the shareholders own shares. In case the amount of shares held by the shareholder does not entitle the shareholder to the whole number of the new shares, then the subscribed shares will be rounded up to the full amount.
(4) The subscription for the new shares shall take place from 7th of August 2006 until 21st of August 2006 in Tallinn, however, the Management Board is granted the right to extend the subscription term or annul the shares that are not subscribed for during the stipulated time period.
(5) The new shares shall be issued with price 55 kroons per share; the nominal value of a share shall be 10 kroons and premium 45 kroons per share.
(6) The new shares shall be paid for by monetary contributions, whereby the due date of the payment shall be on 25th of August 2006.
(7) New shares shall entitle the shareholder to dividends in the financial year starting from 1st of September 2006 in case the dividends are decided to be distributed.
Janek Stalmeister
AS Tallink Grupp
Financial Director
Tel: +372 6409 800 |