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AS Tallink Grupp, Börsiteade
22.12.2006
NOTICE OF THE ANNUAL GENERAL MEETING
Dear Shareholder of AS Tallink Grupp!
The Management Board of AS Tallink Grupp (registration code
10238429, location and address at Tartu mnt 13, 10145 Tallinn) is
calling the Annual General Meeting of Shareholders on 17 January
2007 in Tallinn, in conference centre of Hotel Viru, at the address
Viru väljak 4.
Registration of participants of the Annual General Meeting begins
at 10.00 A.M. and lasts until 10.45 A.M. The Annual General Meeting
shall start at 11.00 A.M
Agenda of the Annual General Meeting:
1. Approval of the Annual Report of 01.09.2005 - 31.08.2006 of AS
Tallink Grupp.
The Supervisory Board of AS Tallink Grupp proposes to approve
the Annual Report of 01.09.2005 - 31.08.2006 presented by the
Management Board.
2. Distribution of profits.
1) The Supervisory Board of AS Tallink Grupp proposes to
distribute from the net profits of the accounting year
01.09.2005 - 31.08.2006, totaling to 1 484 206 000 kroons,
into the mandatory legal reserve capital 74 210 300 kroons,
whereupon the mandatory legal reserve capital will be totaling
to 101 710 300 kroons, and the rest of the sum 1 409 995 700
kroons to enter into the retained earnings of prior accounting
periods.
2) The Supervisory Board of AS Tallink Grupp proposes not to
distribute dividends to the shareholders from the profits.
3. Awarding a bonus for the Members of the Supervisory Board.
The Supervisory Board of AS Tallink Grupp presents to the
shareholders the proposal of the Management Board of AS
Tallink Grupp to award a bonus to the members of the
Supervisory Board.
4. Amending the Articles of Association.
The Supervisory Board of AS Tallink Grupp proposes:
1) To alter the clause 2.1 of Articles of Association of AS
Tallink Grupp and reword it as follows:
"The amount of the minimum share capital of the company shall
be 5 000 000 000 (five billion) kroons. The maximum capital of
the company shall be 20 000 000 000 (twenty billion) kroons."
2) To alter the second sentence of clause 2.4 of Articles of
Association of AS Tallink Grupp and reword it as follows:
"Supervisory Board shall be authorized within two year from 01
March 2007, to increase the share capital by 400 000 000
kroons increasing the share capital up to 7 138 170 400
kroons."
5. Increasing the Share Capital by way of a bonus issue.
The Supervisory Board proposes, on the bases of the approved
Annual Report of 01.09.2005 - 31.08.2006 and of the profit
distribution resolution, to increase the share capital by way
of a bonus issue upon the following terms and conditions:
1) To increase the share capital from the share premium
(3 208 578 400 kroons) and the retained earnings of the prior
accounting periods (1 845 049 400 kroons) without making
additional contributions (bonus issue) by 5 053 627 800 kroons
issuing 3 new shares with nominal value 10 kroons for each
existing share. Total 505 362 780 new shares shall be issued.
As a result of the bonus issue the share capital shall
increase from 1 684 542 600 kroons to 6 738 170 400 kroons.
2) The shareholders who are entered into the list of
shareholders of AS Tallink Grupp as at 31 January 2007, at
08.00 A.M., shall participate at the bonus issue. All
shareholders participating at the bonus issue shall acquire 3
(three) new shares for each existing share.
3) The new shares issued at the bonus issue shall be entered
into the securities accounts of the shareholders latest by 02
February 2007.
4) The shares issued at the bonus issue shall give the right
to receive dividends as from the annual financial year
beginning at 1 September 2006.
6. Authorizing the acquisition of own shares.
The Supervisory Board of AS Tallink Grupp proposes to grant to
the public limited company the right to acquire the shares of
AS Tallink Grupp subject to the following conditions:
1) The company is entitled to aquire own shares within one
year from adoption of this resolution.
2) The total nominal values of the share aquired by the
company in a calendar year shall not exceed 5 % of the share
capital.
3) The price payable for one share shall not be more than is
the highest price paid at Tallinn Stock Exchange for the share
of AS Tallink Grupp at the day when the share is aquired.
4) Own shares shall be paid for from the assets exceeding the
share capital, mandatory legal reserve and issue premium.
5) Own shares shall be transferred within one year after the
aquisition thereof.
7. Approval of the conditions for share options.
1) The Supervisory Board of AS Tallink Grupp proposes to grant
to the Supervisory Board the right to carry out share options
in order to motivate the leading employees of AS Tallink Grupp
and the companies belonging to the same group on the following
conditions:
(1) The Supervisory Board of AS Tallink Grupp is entitled to
issue up to 4 000 000 (four million) share options whereas
each share option grants the entitled person right to buy 1
(one) share of AS Tallink Grupp.
(2) The entitled persons of a share option and the amount of
shares being transferred to them shall be determined by the
Supervisory Board of AS Tallink Grupp. The Supervisory Board
of AS Tallink Grupp shall elect the entitled persons for the
share option from amongst the leading employees of AS Tallink
Grupp and the companies belonging to the same group whereas
persons working under the employment contract as well as the
management shall be considered the leading employees. The
members of the Supervisory Board of AS Tallink Grupp may not
be determined as entitled persons of a share option. The
Management Board of AS Tallink Grupp may submit proposals to
the Supervisory Board in regards to the persons to be
determined as entitled persons for a share option. The number
of persons entitled to a share option may not exceed 90.
(3) An entitled person for a share option may not transfer the
share option issued to him/her.
(4) For the compliance with the conditions for the share
option up to 4 000 000 (four million) shares of AS Tallink
Grupp shall be issued or purchased. The Supervisory Board
shall decide whether the compliance with the conditions for
the share option shall be effected by issue of the new shares
or by purchase of own shares from the secondary market.
(5) No more than 260 000 shares may be distributed to an
entitled person for a share option pursuant to these
conditions for share option.
(6) The right to exercise share option is effective for an
entitled person in time period as from 17 January 2008 until
17 April 2008. The entitled person shall express his intention
to AS Tallink Grupp in order to exercise the option.
(7) In case the contractual relationship with AS Tallink Grupp
or with a company belonging to the same group, of an entitled
person for a share option terminates before the entitled
person becomes eligible to exercise the share option, he
looses the right to exercise the share option unless the
Supervisory Board of AS Tallink Grupp resolves otherwise. The
Supervisory Board of AS Tallink Grupp shall be authorized to
set forth additional conditions for termination of eligibility
to exercise the option.
(8) The exercise price of a share option shall be fixed as
follows:
a) In case new shares are issued for the compliance with the
conditions of a share option, then the price fixed for the
option shall not be less than an average weighted price at
Tallinn Stock Exchange on a day preceding to the day when the
conditions for the share option were determined. In case no
transactions were made with the shares of AS Tallink Grupp at
the day preceding to the day when the conditions for the share
option were determined then the exercise price for the share
option shall be the weighted average of the day when the
transactions were last made.
b) In case no new shares are issued for the compliance with
the conditions of a share option, then the fixed exercise
price may not be lower than the average weighted price of the
purchased shares.
(9) Upon the authorization by Tallinn Stock Exchange, the
Supervisory Board may change the exercise price of a share
option.
(10) In case new shares are issued for the compliance with the
conditions of the share option, then these shares shall
entitle the shareholder for dividends from the financial year
beginning on 1 September 2007, if the distribution of
dividends is decided.
2) The Supervisory Board of AS Tallink Grupp proposes to
exclude the pre-emptive subscription right of shareholders to
subscribe new shares for the compliance with the conditions
for the share option.
8. Election of the members of the Supervisory Board.
The Supervisory Board of AS Tallink Grupp proposes to elect Mr
Sunil Kumar Nair for the next term of membership in the
Supervisory Board and to elect a new member of the Supervisory
Board of AS Tallink Grupp Mr Kalev Järvelill.
9. Determination of the amount of remuneration of the members of
the Supervisory Board.
The Supervisory Board of AS Tallink Grupp proposes to fix the
monthly remuneration of the chairman of the Supervisory Board
30 000 kroons and of other members of the Supervisory Board 25
000 kroons.
10. Nomination of an auditor and determination of the procedure for
remuneration.
The Supervisory Board of AS Tallink Grupp proposes:
1) to nominate the auditor KPMG Baltics AS to conduct the
audit of the financial year 01.09.2006 - 31.08.2007;
2) the auditors shall be remunerated according to hourly
tariff in the audit contract to be concluded upon the approval
of the draft thereof by the Supervisory Board.
The list of shareholders entitled to participate at the Annual
General Meeting shall be determined according to the share register
of AS Tallink Grupp as of 6 January 2007, 08.00 A.M. (§ 297 sec 5
of the Commercial Code).
For the registration procedure of the Annual General Meeting we ask
the following:
Shareholder in person to present personal ID or passport and the
representative of the shareholder in addition to the abovementioned
also a signed Power of Attorney;
The legal representative of a shareholder (legal person) to present
personal ID or passport, also the valid copy of the registration
card of the Commercial Registry and the authorized representative
in addition to the abovementioned documents also to present the
Power of Attorney issued by the member of the management board of
the shareholder.
The materials of the Annual General Meeting may be examined,
including the new wording of the Articles of Association, the
annual report of financial year 2005/2006 of AS Tallink Grupp and
it is possible to access the information about the issues to be
discussed at the Annual General Meeting on the home-page of AS
Tallink Grupp, address www.tallink.com; on the home-page of
Tallinn Stock Exchange, address http://market.ee.omxgroup.com/ and
in the office of AS Tallink Grupp at the address Tartu mnt 13,
Tallinn, 3rd Floor.
Sincerely Yours
Management Board of AS Tallink Grupp
The Estonian kroon (EEK) is fixed against the euro at 1 EUR =
15.6466 EEK
For additional information please contact:
Janek Stalmeister
Financial Director
AS Tallink Grupp
Tartu mnt. 13,
10145 Tallinn, Estonia
Tel. +372 6409 800
Fax. +372 6409 810 |