Notice on convening a regular meeting of shareholders of AS

Tallinn, Estonia, 2014-05-19 23:01 CEST (GLOBE NEWSWIRE) -- The Management Board of AS Järvevana, registry code 10068022, seated at Järvevana tee 9G, Tallinn, 11314, will convene a regular meeting of shareholders of AS Järvevana on Wednesday, June 11th 2014 at 10.00 at the Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn). The circle of shareholders, entitled for the participation in general meeting, will be determined as of June 4th 2014, at 23.59 o’clock. Registration of participants of the meeting is about to be opened on June 11th 2014 at 09.30. Agenda of the general meeting: 1. Endorsement of the annual report for 2013 The Supervisory Board has proposed the endorsement of annual report of AS Järvevana for 2013. 2. Decide to cover the loss / distribute the profit The Supervisory Board proposes to: (i) approve the net loss for the year 2013 as EUR 43,897; (ii) cover the net loss for the year of 2013 from the retained earnings of previous periods; (iii) not to pay dividends to shareholders. 3. Extension of the powers of members of the Supervisory Board 3.1. The Supervisory Board proposes to extend the terms of office of members of the Supervisory Board Tõnu Toomik, Teet Roopalu and Jaan Mäe until June 11th 2017, i.e. for a period of three years from the moment of deciding the extension. 3.2.  The Supervisory Board proposes to continue remuneration of members of the Supervisory Board based on terms and conditions approved at general meeting of shareholders of AS Järvevana, held on 03.06.2008. 4. Appointment of auditor for the financial year of 2014 The Supervisory Board proposes to appoint AS PricewaterhouseCoopers the auditor of AS Järvevana for the financial year of 2014 and to pay to the auditing company for auditing the financial year of 2014 as per contract to be entered into with AS PricewaterhouseCoopers. The Supervisory Board ascertains that the Supervisory Board is satisfied with the hitherto work of AS PricewaterhouseCoopers and hence makes a proposal to appoint the auditing company AS PricewaterhouseCoopers also for the following period. Organisational issues You’re asked to submit the following for the registration of participants of the general meeting: - Passport or ID document is required to identify natural persons-shareholders; a suitably prepared Proxy is also required of representatives; - Representatives of a legal person-shareholders are required to provide an excerpt from an appropriate (business) register where the legal person is registered, which identifies the individual’s right to represent the shareholder (legal representation) and passport or identification document of the representative; if the type of representation is other that legal representation, a suitably prepared Proxy must also be provided (authorities granted by transaction) and the representative’s passport or identification document. You are kindly asked to legalise the registration documents of a legal person, registered in a foreign country (with the exception of unattested proxy) or have them apostilled, if not provided otherwise by an international treaty. AS Järvevana may register shareholders, who are legal persons registered in a foreign country, as participants of general meeting, when all the required information on the legal person and representative concerned are given in a notarised proxy, issued to the representative in a foreign country, and the proxy is acceptable in Estonia. A shareholder may notify AS Järvevana of appointing a representative and having withdrawn a proxy before the general meeting, by supplying a digitally signed proxy and other required documents by e-mail to the following address: merko@merko.ee or delivering the written and signed documents on paper (proxy and other required documents) to the location of AS Järvevana at Pärnu mnt 141, Delta Plaza 8th floor, Tallinn (on working days from 10.00 through 16.00) by June 10th 2014, 16.00, as latest, using the forms published by AS Järvevana on its notice on convening a regular meeting of shareholders on website at http://www.nasdaqomxbaltic.com . It is not possible to vote electronically or by mail at the general meeting. The annual report of AS Järvevana for 2013 and the sworn auditor’s report are available for inspection at the website of NASDAQ OMX Tallinn Stock Exchange at http://www.nasdaqomxbaltic.com . Documents related to the regular meeting of shareholders of AS Järvevana, including the draft resolutions, annual report for the financial year 2013, sworn auditor’s report and proposal for distribution of profits and written report, drawn up for the annual report by the Supervisory Board, are available for inspection as of May 21st 2014 at the location of AS Järvevana at Pärnu mnt 141, Delta Plaza 8th floor, Tallinn on working days at 10.00-16.00. Questions concerning the agenda of the regular meeting can be asked by sending them to the e-mail address merko@merko.ee . Shareholders are entitled to be provided information concerning the business of AS Järvevana from the Management Board at the regular meeting. The Management Board may refuse from giving the information, if there is a good reason to believe that this may cause material damage to the interests of the public limited company. Should the Management Board refuse to provide the information, the shareholder concerned may demand the general meeting to adopt a decision regarding the legitimacy of his/her demand or within two weeks of the general meeting occurrence file an application for proceedings on application to the court to demand the Management Board to supply the information. Shareholders, holding shares, which represent at least 1/20 of the share capital of AS Järvevana, may submit a draft resolution of each item on the agenda to the public limited company no later than 3 days prior to the general meeting, that is, until June 9th 2014, submitting it in writing to the following address: AS Järvevana, Pärnu mnt 141, Delta Plaza 8th floor, 11314 Tallinn. Shareholders, holding shares, which represent at least 1/20 of the share capital of AS Järvevana, may demand that additional items are added to the agenda of the general meeting, provided that such a request has been submitted in writing at least 15 days prior to the general meeting, that is, until May 27th 2014, to the following address: AS Järvevana, Pärnu mnt 141, Delta Plaza 8th floor, 11314 Tallinn. Toomas Annus Member of Management Board +372 680 5400 toomas.annus@merko.ee