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 19 June 2012.
The general meeting started at 11.00 and ended at 11.45. The shares of the shareholders who attended the general meeting represented 2,736,534 votes, constituting 60.9% 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 2011
It was decided to approve the Annual Report of the Company for 2011 prepared by the Management, which exposes the consolidated balance sheet value of 15 950 thousand euros and the net profit in the amount of 2 565 thousand euros as at 31.12.2011.
2. Profit distribution in 2011
It was decided to approve profit distribution proposal of AS Viisnurk for 2011 as follows:
Not to allocate the net profit 2011 in the amount of 2 565 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 2012
It was decided to appoint AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu mnt 15, 10141 Tallinn) as the auditor of the Company for the financial year 2012. Public accounting services will be paid for in accordance with the contract to be drawn up with the auditor.
4. Changing the business name of the Company
It was decided to change the business name of the Company. The new business name shall be Skano Group AS.
5. Changing the Articles of Association
It was decided to approve the new reduction of the Articles of Association of AS Viisnurk as published on the Company's web site www.viisnurk.ee and made available at the office of the Company at Suur-Jõe 48, Pärnu. Art. 1.1. of the Articles of Association is changed due to changing the Company's business name to Skano Group AS.
6. Extending the term of office for the members of the Supervisory Board and election of new Supervisory Board member.
It was decided to extend the term of office of the Supervisory Board members Ülo Adamson, Joakim Johan Helenius and Heiti Riisberg for (5) five years and to elect Pekka Armas Soikkeli to the position of fourth member of the Supervisory Board also with the term of office of 5 (five) years as of the adoption of this resolution.
Ülo Adamson (born 1978) is member of Supervisory Board since 2003. In addition, he is member of Supervisory Board of AS Trigon Property Development, member of Management Board of majority shareholder OÜ Trigon Wood, member of Management Board and COO of AS Trigon Capital and CEO and President of Trigon Agri A/S. Ülo Adamson does not have the shares of AS Viisnurk.
Joakim Johan Helenius (born 1957) is member of Supervisory Board since 1999. In addition, he is member of Supervisory Board of AS Trigon Property Development, member of Management Board of majority shareholder OÜ Trigon Wood, Chairman of Supervisory Board of AS Trigon Capital and Chairman of Board of Directors of Trigon Agri A/S. Joakim Johan Helenius has 20 000 shares of AS Viisnurk.
Heiti Riisberg (born 1980) is member of Supervisory Board since 2010. In addition, he is member of Audit Committee of AS Viisnurk, member of Supervisory Board of AS Trigon Property Development and Head of Asset Management division of AS Trigon Capital. OÜ Vilgan Konsultatsioonid, the company owned 100% by Heiti Riisberg, has 50 000 shares of AS Viisnurk.
Pekka Armas Soikkeli (born 1958) is the CEO and Board member of Thominvest Oy and several other Thominvest group companies (Thomfinance Oy, Thomscapital Oy). Pekka Soikkeli has MBA from Helsinki School of Economics. Pekka Armas Soikkeli does not have the shares of AS Viisnurk.
Einar Pähkel
CFO
+372 447 8331
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