The Annual General Meeting of shareholders of AS Viisnurk (registry code 11421437, address 48 Suur-Jõe, Pärnu 80042) was held in AS Viisnurk head office at 48 Suur-Jõe, Pärnu, Estonia, on 30 June 2011.

 

The general meeting started at 11.00 and ended at 12.25. The shares of the shareholders who attended the general meeting represented 2,856,322 votes, constituting 63.5% of the share capital. Therefore, the general meeting was competent to pass resolutions regarding the items on the agenda.

 

Resolutions of general meeting:

 

1. Approval of the Annual Report for 2010

 

It was decided to approve the Annual Report of AS Viisnurk for 2010, which exposes balance sheet value of 142,627 thousand kroons (9,116 thousand euros) at 31.12.2010 and the profit of 12,069 thousand kroons (771 thousand euros).

 

2. Profit allocation for 2010

 

It was decided to approve profit distribution proposal of AS Viisnurk for 2010 as follows:

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. Election and remuneration principles of auditor for financial year 2011

 

It was decided to appoint AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu rd. 15, 10141 Tallinn) as an auditor for 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

 

It was decided to approve the changes in the Articles of Association of AS Viisnurk as followed and approve the new reduction of the Articles of Association.

 

2.1. The minimum share capital of the Company is EUR 2,699,436 (two million six hundred ninety nine thousand four hundredthirty two euros) and the maximum share capital is EUR 10,797,744 (ten million seven hundred ninety seven thousand seven hundred and fourty four euros).

2.2 The nominal value of a share of the Company is EUR 0.60 (sixty Euro cents) and each share shall grant one vote at the general meeting. The shares are of one class and grant the holders the same rights. According to the sum of nominal values of shares held, a share shall grant the shareholder the right to participate in management of the Company and in the distribution of profits and, upon dissolution of the Company, receive a share of the remaining assets of the Company, as well as other rights provided by law or prescribed by the Articles of Association.

3.7. A list of shareholders having the right to participate at the general meeting shall be determined 7 days before the general meeting as of at 23:59.

 

5. Conversion of the share capital and the nominal value of the share into Euro

 

It was decided 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

 

It was decided 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 number of votes in favour of all resolution was 2,856,322 representing 100% of the registered votes.

 

Einar Pähkel

CFO

+372 447 8331