Invitation to the Extraordinary General Meeting of Shareholders of Olympic Entertainment Group AS
OLYMPIC ENTERTAINMENT GROUP AS, registry code 10592898, address Pronksi 19, 10124 Tallinn (hereinafter the Company), convenes an extraordinary general meeting of shareholders of the Company that will be held on 10 September 2018 at 15:00 at the conference center of Hilton Tallinn Park (Kreutzwaldi 23, Tallinn, Estonia).
Agenda for the extraordinary general meeting (hereinafter the EGM) is the following:
“To approve and decide the takeover of shares of OLYMPIC ENTERTAINMENT GROUP AS held by the minority shareholders by Odyssey Europe AS (registry code 14437516, address Sõpruse pst 145, Tallinn 13417, Estonia) in course of the merger of OLYMPIC ENTERTAINMENT GROUP AS, as the company being acquired, with and into Odyssey Europe AS, as the acquiring company, in accordance with Section 4211 and Chapter 291 of the Estonian Commercial Code for a monetary compensation of EUR 1.40 per share of the Company.”.
The supervisory board of the Company determined the agenda of the EGM and makes the shareholders the following proposal:
“To approve and decide the takeover of shares of OLYMPIC ENTERTAINMENT GROUP AS held by the minority shareholders by Odyssey Europe AS (registry code 14437516, address Sõpruse pst 145, Tallinn 13417, Estonia) in course of the merger of OLYMPIC ENTERTAINMENT GROUP AS, as the company being acquired, with and into Odyssey Europe AS, as the acquiring company, in accordance with Section 4211 and Chapter 291 of the Estonian Commercial Code for a monetary compensation of EUR 1.40 per share of the Company.”.
In accordance with Section 3632 (1) of the Estonian Commercial Code (ECC), the amount of compensation payable to minority shareholders has been decided by the majority shareholder and determined on the basis of the value of the shares taken over it had ten days prior to the date of which the invitation for calling the general meeting was sent out. The management board of the Company enables the shareholders to review the draft resolution of the general meeting, notarized merger agreement, takeover report, audit report, annual reports of the last three years and other relevant documents.
As the result of the takeover of the shares held by the minority shareholders of the Company, Odyssey Europe AS will hold 100% of the shares of the Company. Since as a result of the takeover all the shares of the Company will be held by Odyssey Europe AS, then under Section 403(4) of ECC, the shares of the Company shall not be exchanged and they shall become invalid as of the entry of the merger into the commercial register.
ORGANISATIONAL ISSUES
After the items on the agenda, including any additional items, are exhausted the shareholders may ask the management board to provide information about the business of the Company in accordance with the procedure published on the website of the Company .
List of shareholders entitled to vote at the EGM will be fixed 7 days prior to the EGM, on 3 September 2018, as at the end of the working day of the settlement system.
Registration to the EGM will start on the day of the meeting, 10 September 2018, at 14:30. Registration will be carried out on the basis of an identification document and in case of the shareholder’s representative, power of attorney or any other document evidencing authorization. The forms of power of attorney and revocation of the power of attorney are available at the Company’s website . Legal entities must also present a valid extract of the registry card. The documents of a company incorporated abroad must be legalized or stamped with apostille, if the international agreement does not prescribe otherwise, and translated into Estonian by the sworn translator.
A shareholder may notify about the appointment of a representative and the withdrawal of the power of attorney of the principal prior to the EGM by sending respective digitally signed notice by e-mail to or by delivering respective document(s) on business days from 9 AM till 5 PM at the latest by 9 September 2018 to the location of the Company at Pronksi 19, 3rd floor.
The draft of the resolution and all other EGM documents shall be made available at the Company´s website and on business days from 9 AM till 5 PM also at Pronksi 19, 3rd floor as of 8 August 2018. Questions in respect of the items in the agenda of the EGM may be asked by e-mail: or over phone . Questions, answers and the minutes and resolutions of the EGM shall be disclosed at the Company´s website .
Shareholders, whose shares represent at least 1/20th of the share capital may request that additional issues be included in the agenda of the EGM, provided that the relevant request is submitted in writing at least 15 days prior to the date of the EGM, at the latest by the beginning of the business day (09:00) on 26 August 2018. Shareholders, whose shares represent at least 1/20th of the share capital may submit the Company written draft resolutions regarding every item on the agenda of the EGM, at the latest 3 days prior to the date of the EGM by the beginning of the business day (09:00) on 7 September 2018. The procedure for exercising these rights, as well as the submitted proposals regarding additional items on the agenda, the reasoning for including any items on agenda, and draft resolutions shall be published after their receipt on the website of the Company at . The drafts and statements of reason thereof are available for reviewing also at the office of the Company on workdays between 09:00 to 17:00 at Pronksi 19, 3rd floor.
Madis Jääger
Chairman of the management board
Olympic Entertainment Group AS
Tel
E-mail
