The Annual General Meeting of AS Viisnurk (registry code: 11421437, address: Suur-Jõe 48, Pärnu 80042, hereinafter the Company) will be held on the 30th of June 2011 at 11am at Suur-Jõe 48, Pärnu.
The agenda of the General Meeting with the proposals of the Supervisory Board:
1. Approval of the Annual Report 2010
Proposal of the Supervisory Board: To approve the Annual Report of the Company for 2010 prepared by the Management, which exposes the consolidated balance sheet value of 142,627 thousand kroons (9,116 thousand Euros) and the net profit in the amount of 12,069 thousand kroons (771 thousand Euros) as at 31.12.2010.
2. Profit distribution in 2010
Proposal of the Supervisory Board: Not to allocate the net profit 2010 in the amount of 12,069 thousand kroons (771 thousand Euros) for dividends and to transfer the profit to retained earnings of previous periods.
3. Appointment and remuneration principles of auditor for the financial year 2011
Proposal of the Supervisory Board: To appoint AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu mnt 15, 10141 Tallinn) as the auditor of the Company for the financial year 2011. Public accounting services will be paid for in accordance with the contract to be drawn up with the auditor.
4. Changing the Articles of Association
Proposal of the Supervisory Board: To approve the changes in the Articles of Association of AS Viisnurk. The new reduction of the Articles of Association is available on the Company’s web site www.viisnurk.ee and in Company’s address Suur-Jõe 48, Pärnu. Changes are due to conversion of the share capital and nominal value of the share from Estonian Kroons into Euros and due to the need of accordance with the Commercial Code.
5. Conversion of the share capital and the nominal value of the share into Euro
Proposal of the Supervisory Board: To convert the Company’s share capital and the nominal value of the share from Estonian Kroons into Euro and consequently decrease the share capital of the Company by decreasing the nominal value of the shares as follows:
5.1 To convert the share capital of the Company and the nominal value of the shares into Euro, whereas the sum in Euros shall be rounded to two decimals after comma. According to the Commercial Code § 5252 (3) the rounding does not have a legal effect, does not affect the rights arising from the shares or the ratio of the nominal value of the shares to the share capital;
5.2 The share capital of the Company to be converted is EEK 44,990,610 or EUR 2,875,424.05, which is divided to 4,499,061 shares, whereas the nominal value of one share of the Company to be converted is EEK 10 or EUR 0.64;
5.3 To decrease the nominal value of each share by EUR 0.04 from EUR 0.64 to EUR 0.60;
5.4 To decrease the share capital of the Company by EUR 175,987.45 from EUR 2,875,424.05 to EUR 2,699,436.60 by decreasing the nominal value of the shares with payments to the shareholders.
5.5. The date of determining the shareholders participating in the decrease of the share capital shall be July 14, 2011 at 23:59 and the payments to the shareholders will be paid in 14th of October 2011.
6. Appoval of the terms and conditions of share options to be granted to key personnel
Proposal of the Supervisory Board: To approve the terms and conditions of AS Viisnurk option program as follows:
6.1. AS Viisnurk has the right to issue a total of 150,000 (one hundred fifty thousand) share options. The right to issue such options is valid until 31.12.2011. Each share option grants the eligible holder the right to purchase 1 (one) share of AS Viisnurk.
6.2. The persons entitled to the share options are senior executives selected by the Supervisory Board of AS Viisnurk whereas the term ’senior executives’ shall be inclusive of both persons in an employment relationship as well as members of the governing bodies (but excluding the Supervisory Board members).
6.3. One eligible person may be granted no more than 150,000 (one hundred fifty thousand) share options under the terms and conditions of the share option program. The number of share options granted to each individual senior executive shall be determined by the Supervisory Board of AS Viisnurk. The Supervisory Board of AS Viisnurk shall inform each eligible person of its respective decision in writing.
6.4. In case the eligible person wishes to acquire the share options granted to him/her, he/she has to enter into a written option agreement with AS Viisnurk within 6 (six) month as of receipt of the respective notice. If the eligible person has not signed an option agreement within the referred term, he/she shall loose the right to acquire share options allocated to him/her.
6.5. The implementation of the terms and conditions of the share option program and the procedure of execrising the share options shall be set forth in the option agreement concluded by and between AS Viisnurk and the eligible person.
6.6. The eligible person has the right to exercise his/her share options from 37th calendar month until 48th calendar month (inclusive) as of the date of concluding the share option agreement. For exercising the share options, the eligible person shall submit a written statement to AS Viisnurk in accordance with the share option agreement.
6.7. The eligible person may not dispose the share options.
6.8. For the purposes of complying with the terms and conditions of the share option program AS Viisnurk shall issue or purchase up to 150,000 (one hundred fifty thousand) AS Viisnurk shares.
6.9. The expiration date of the share option program is 01.07.2015. The exact timetable and procedure of exercising the share options shall be determined by the Supervisory Board of AS Viisnurk.
6.10. The exercise price of the share option is the share’s calculated value of 1.35 (one comma thirty five) euros per one share, which was the reference price in the stock exchange when AS Viisnurk acquired the strategically important Püssi fiberboard factory on May 25, 2011.
6.11. Any of the shares issued in connection with the option program give the owner the right for dividends starting from the fiscal year (inclusive) at which these shares were issued.
The documents of Annual Report of AS Viisnurk, proposal for profit allocation and auditor’s report to the Annual Report of 2010 will be available at the head office of the Company at Suur-Jõe 48, Pärnu, starting from 7th of June, 2011, and on Company’s web site www.viisnurk.ee.
Information on the procedure for exercising the rights specified in the Commercial Code § 287, § 293 (2) and (21) and § 293'1 (4) is published on the website of the Company www.viisnurk.ee.
As of the date of publishing of the announcement, the share capital of AS Viisnurk is 44,990,610 kroons. The company has 4,499,061 shares and each share gives one vote.
The date of closing the list of shareholders entitled to vote at the Annual General Meeting will be June 23, 2011 at 23:59.
Registration of the participants in the meeting will begin at 10:45
To register yourself as a participant in the general meeting, please present:
a shareholder who is a sole proprietor – an identity document
a representative of a shareholder who is a sole proprietor – an identity document and a written authorisation document
a representative of a shareholder who is a legal person – valid certified copy of the registry card (for legal persons in Estonia, certified no earlier than 7 days ago), which entitles the person to represent the shareholder, and an identity document of the representative, or an authorisation document prepared as required and an identity document of the representative. We request prior legalisation or apostille certification of documents of a legal person registered in a foreign country, unless stated otherwise in the international agreement. AS Viisnurk may register a shareholder who is a legal person of a foreign country as a participant in the general meeting also in case all required data on the legal person and the representative are included in the notarised authorisation document issued to the representative in a foreign country and the authorisation document is acceptable in Estonia.
If a shareholder has deposited his/her shares on a nominee account, a respective certificate issued by the account administrator shall be submitted, certifying the right of ownership of the shares as of 23rd of June 2011.
Please present your passport or identity card as an identification document.
A shareholder may notify the Company of the appointment of a representative or withdrawal of authorisation by a representative by submitting respective information to the Management Board of AS Viisnurk (in a digitally signed format which can be reproduced in writing on the following e-mail address: This email address is being protected from spambots. You need JavaScript enabled to view it., or in writing by mail at the following address: AS Viisnurk, Suur-Jõe 48, Pärnu, Estonia) no later than on 27.06.2011 (inclusive).
For the appointment of a representative or withdrawal of authorisation by a representative, a shareholder may use the forms available on the website of AS Viisnurk www.viisnurk.ee
Einar Pähkel
CFO
+372 447 8331
This email address is being protected from spambots. You need JavaScript enabled to view it.