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AS Tallink Grupp, Stock Exchange Release
02.08.2006
Resolutions of the Extraordinary General Meeting of 02.08.2006
There were shareholders having 78 746 615 votes representing at the Extraordinary General Meeting, 57,69% of total of the votes represented by shares of AS Tallink Grupp.
Resolutions adopted at the meeting:
1. Amending the Articles of Association of AS Tallink Grupp.
Based on § 298 section 1 subsection 1 and § 300 section 1, of the Commercial Code the General Meeting resolved:
1. To amend the firs sentence in clause 4.1 of the Articles of Association of AS Tallink Grupp and reword it as follows:
“4.1. The Company is managed and represented by the Management Board consisting of five to seven members.”
Tabulation of votes:
In favor: 78 746 343 votes (100% of the represented votes)
Against: 272 votes (0,00% of the represented votes)
Impartial: No
Did not vote: No
2. Increasing the Share Capital.
Based on § 298 section 1 subsection 2 and § 342 of the Commercial Code, the General Meeting resolved:
For the fulfilment of the terms stipulated by the Silja OY Ab share acquisition transaction 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.
(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 14th August 2006 at 08:00 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 14th of August 2006 until 28th of August 2006 in Tallinn, whereas the Management Board is entitled 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 30th 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.
Tabulation of votes:
In favor: 78 693 229 votes (99,93 % of the represented votes)
Against: 10 469 votes (0,01 % of the represented votes)
Impartial: No
Did not vote: 42 350 votes
Janek Stalmeister
AS Tallink Grupp
Financial Director
Tel: +372 6409 800 |