OEG: Minutes of annual general meeting The annual
Post# of 301275
The annual general meeting of shareholders of OLYMPIC ENTERTAINMENT GROUP AS (hereinafter the Company) was held today, on 11 May 2018, at 3:00 PM at the Conference centre of Hilton Tallinn Park (Kreutzwaldi 23, Tallinn, Estonia).
The announcement regarding the Meeting was published on 18 April 2018 on the webpage of the Company www.olympic-casino.com and through the information system of the NASDAQ Tallinn Stock Exchange. The announcement regarding the Meeting was published in the daily newspaper Eesti Päevaleht on 19 April 2018.
The Meeting started at 3:00 PM. Thirty six (36) shareholders attended the Meeting representing 127,564,951 votes, constituting 84.04% of the share capital. Therefore the Meeting was competent to pass resolutions regarding the items on the agenda of the Meeting.
The following resolutions were passed at the Meeting:
1. Approving Company’s 2017 consolidated annual report
The Meeting resolved to approve the consolidated annual report of the Company for the financial year of 2017.
Tabulation of votes:
| In favour: | 127,214,055 votes | 99.72% of the votes represented at the Meeting |
| Against: | 1,366 votes | 0.00% of the votes represented at the Meeting |
| Impartial: | 224,529 votes | 0.18% of the votes represented at the Meeting |
| Did not vote: | 125,001 votes | 0.10% of the votes represented at the Meeting |
2. Deciding on distribution of profit
The Meeting resolved to distribute the net profit of the financial year that ended on 31 December 2017 in the amount of 30,028,194.29 Euros as follows:
2.1 Net profit amount: 30,028,194.29 Euros; 2.2 to transfer the entire net profit for the financial year 2017 in the amount of 30,028,194.29 Euros to retained earnings; 2.3. not to pay dividend. Tabulation of votes:
| In favour: | 119,750,852 votes | 93.87% of the votes represented at the Meeting |
| Against: | 7,813,829 votes | 6.13% of the votes represented at the Meeting |
| Impartial: | 0 votes | 0.00% of the votes represented at the Meeting |
| Did not vote: | 270 votes | 0.00% of the votes represented at the Meeting |
3. Recalling members of Supervisory Board
The Meeting resolved to recall all the members of the Supervisory Board, i.e.:
3.1 Armin Karu; 3.2 Jaan Korpusov; and 3.3 Liina Linsi.
Tabulation of votes:
| In favour: | 119,763,138 votes | 93.88% of the votes represented at the Meeting |
| Against: | 3,986,481 votes | 3.13% of the votes represented at the Meeting |
| Impartial: | 3,715,332 votes | 2.91% of the votes represented at the Meeting |
| Did not vote: | 100,000 votes | 0.08% of the votes represented at the Meeting |
4. Election of members of Supervisory Board
The Meeting resolved to appoint a Supervisory Board that consists of 5 (five members) and to elect the following persons to the Supervisory Board:
4.1 Mickael Betito, date of birth 12 May 1988; 4.2 Dr. Günter Maximilian Schmid, date of birth 3 October 1967; 4.3 Stephen Mark Peel, date of birth 29 December 1965; 4.4 Stefan Kowski, date of birth 16 February 1979; and 4.5 Corey David Plummer, date of birth 10 February 1971,
whose authorities will commence as of the moment of the adoption of this resolution and remain valid for a term of 5 (five) years. Not to pay a remuneration to the members of the Supervisory Board for performing the duties of the member of Supervisory Board. Tabulation of votes:
| In favour: | 119,095,004 votes | 93.36% of the votes represented at the Meeting |
| Against: | 8,100,131 votes | 6.35% of the votes represented at the Meeting |
| Impartial: | 117,168 votes | 0.09% of the votes represented at the Meeting |
| Did not vote: | 252,648 votes | 0.20% of the votes represented at the Meeting |
5.a Approval of termination of listing Company’s shares on Nasdaq Tallinn Stock Exchange and instructions to submit application for termination of listing
Considering, that:
(i) on 04.04.2018 Odyssey Europe AS made a voluntary public takeover offer for the acquisition of shares of the Company; and
(ii) convening a general meeting of the shareholders of the Company concerning, inter alia, the approval of the delisting of the Company’s shares from Nasdaq Tallinn Stock Exchange and the issuance of the instruction to Company’s management to submit the application for the delisting to Nasdaq Tallinn Stock Exchange, is included among the closing conditions for the voluntary public takeover offer,
The Meeting resolved on delisting the shares from Nasdaq Tallinn Stock Exchange as follows:
5.1. to approve the termination of listing of the shares of the Company (OEG1T, ISIN EE3100084021) on the Baltic Main List of Nasdaq Tallinn Stock Exchange;
5.2. to instruct the Management Board (and each member of the Management Board acting separately) to submit the application for the termination of listing to the Nasdaq Tallinn Stock Exchange as soon as practically possible after the adoption of this resolution, and to authorise the Management Board (and each member of the Management Board acting separately) to take, at its sole discretion, all actions as may be required for or in connection with the termination of listing.
Tabulation of votes:
| In favour: | 114,468,382 votes | 89.73% of the votes represented at the Meeting |
| Against: | 13,094,937 votes | 10.27% of the votes represented at the Meeting |
| Impartial: | 0 votes | 0.00% of the votes represented at the Meeting |
| Did not vote: | 1,632 votes | 0.00% of the votes represented at the Meeting |
5.b Alternative draft resolution
The Meeting rejected the following resolution:
“Considering that on 4 April 2018, Odyssey Europe AS made a voluntary public takeover offer for the acquisition of shares of the Company; and as the result of the offer, Odyssey Europe AS acquired less than 90% of shares of the Company, to approve the termination of listing of the shares of the Company (OEG1T, ISIN EE3100084021) from Nasdaq Tallinn Stock Exchange after Odyssey Europe AS has acquired 100% of shares of the Company.”
Tabulation of votes:
| In favour: | 7,804,294 votes | 6.12% of the votes represented at the Meeting |
| Against: | 110,421,520 votes | 86.56% of the votes represented at the Meeting |
| Impartial: | 2,148,815 votes | 1.68% of the votes represented at the Meeting |
| Did not vote: | 7,190,322 votes | 5.64% of the votes represented at the Meeting |
6. Appointing auditor for auditing financial year covering period from 01.01.2018 – 31.12.2018
The Meeting resolved to appoint AS PricewaterhouseCoopers (registry code 10142876) as the auditor to the Company and to remunerate the auditor for auditing the Company’s annual report for the financial year of 2018 in accordance with the agreement signed between the Company and AS PricewaterhouseCoopers.
Tabulation of votes:
| In favour: | 121,482,835 votes | 95.23% of the votes represented at the Meeting |
| Against: | 2,134,738 votes | 1.67% of the votes represented at the Meeting |
| Impartial: | 3,845,746 votes | 3.01% of the votes represented at the Meeting |
| Did not vote: | 101,632 votes | 0.08% of the votes represented at the Meeting |
The resolutions were adopted at the Meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of the Company.
Madis Jääger CEO Olympic Entertainment Group AS Tel + 372 667 1250 E-mail madis.jaager@oc.eu http://www.olympic-casino.com
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