OEG: Minutes of extraordinary general meeting
The extraordinary general meeting of shareholders of OLYMPIC ENTERTAINMENT GROUP AS (hereinafter the Company) was held today, on 29 June 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 6 June 2018 on the webpage of the Company 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 7 June 2018.
The Meeting started at 3:00 PM. Twenty one (21) shareholders attended the Meeting representing 147,430,464 votes, constituting 97.13% 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. Amendment of Section 4.7 of the Company's articles of association
The Meeting resolved to approve the amendment of the Section 4.7 of the Company's articles of association as follows:
"4.7 The Company's supervisory board may during a period of 3 (three) years as from 29.06.2018 on one or more occasions increase the share capital of the Company by up to EUR 2,800,000 (two million eight hundred thousand euros) against contributions by issuing up to 7,000,000 (seven million) new ordinary shares of the Company to the members of the management board or supervisory board of the Company or to any other directors or employees of the Company or its direct or indirect subsidiaries in the framework of one or several share option program(s) adopted by the supervisory board of the Company, in each case under exclusion of the pre-emptive right of the shareholders to subscribe to the new shares."
Tabulation of votes:
| In favour: | 135,604,646 votes | 91.98% of the votes represented at the Meeting |
| Against: | 11,814,199 votes | 8.01% of the votes represented at the Meeting |
| Impartial: | 11,619 votes | 0.01% of the votes represented at the Meeting |
| Did not vote: | 0 votes | 0.00% of the votes represented at the Meeting |
2. Exclusion of the pre-emptive right of shareholders to subscribe for new shares for the purpose of Section 4.7
The Meeting resolved to approve the exclusion of the pre-emptive right of the shareholders to subscribe for new shares to be issued under Section 4.7 of the articles of association.
Tabulation of votes:
| In favour: | 135,604,646 votes | 91.98% of the votes represented at the Meeting |
| Against: | 11,814,199 votes | 8.01% of the votes represented at the Meeting |
| Impartial: | 11,619 votes | 0.01% of the votes represented at the Meeting |
| Did not vote: | 0 votes | 0.00% of the votes represented at the Meeting |
3. Insertion of new Section 4.8 of the Company's articles of association
The Meeting resolved to insert the following new Section 4.8 into the Company's articles of association:
"4.8 The Company's supervisory board may during a period of 3 (three) years as from 29.06.2018 on one or more occasions increase the share capital of the Company by up to EUR 10,000,000 (ten million euros) against contributions in kind by issuing up to 25,000,000 (twenty-five million) new ordinary shares of the Company in order to acquire a business, a business division or a participation in a business or other assets, in each case under exclusion of the pre-emptive right of the shareholders to subscribe to the new shares."
Tabulation of votes:
| In favour: | 135,604,621 votes | 91.98% of the votes represented at the Meeting |
| Against: | 11,814,199 votes | 8.01% of the votes represented at the Meeting |
| Impartial: | 11,644 votes | 0.01% of the votes represented at the Meeting |
| Did not vote: | 0 votes | 0.00% of the votes represented at the Meeting |
4. Exclusion of the pre-emptive right of shareholders to subscribe for new shares for the purpose of Section 4.8
The Meeting resolved to approve the exclusion of the pre-emptive right of shareholders to subscribe for new shares to be issued to the contributing person under Section 4.8 of the articles of association.
Tabulation of votes:
| In favour: | 135,604,621 votes | 91.98% of the votes represented at the Meeting |
| Against: | 11,814,199 votes | 8.01% of the votes represented at the Meeting |
| Impartial: | 11,644 votes | 0.01% of the votes represented at the Meeting |
| Did not vote: | 0 votes | 0.00% of the votes represented at the Meeting |
5. Amendment of Sections 8.10.1, 8.10.5, 8.10.6, 8.10.10 and 8.10.11 of the Company's articles of association
The Meeting resolved to approve an amendment of Sections 8.10.1, 8.10.5, 8.10.6, 8.10.10 and 8.10.11 of the Company's articles of association to read as follows:
1.) "8.10.1 the acquisition, encumbrance or transfer of immovables, registered movables (including motor vehicles), stocks or other property if the value of a transaction (or the sum of several transactions essentially connected with each other) exceeds EUR 300,000 (three hundred thousand) per year, or conclusion of transactions which may involve transfer, acquisition or encumbrance of the mentioned property in the future";
2.) "8.10.5 the assumption and granting of loans and debt obligations or the guarantee of debt obligations in the amount exceeding EUR 300,000 (three hundred thousand) per year or the amount prescribed in the budget for the current financial year per one loan, debt obligation or guarantee or per several loans, debt obligations or guarantees connected with each other;"
3.) "8.10.6 the making of investments in the amount exceeding EUR 1,000,000 (one million) or the prescribed sum for the relevant financial year in the budget;"
4.) "8.10.10 the making of all decisions pertaining to arbitration or court proceedings in matters with a value exceeding EUR 300,000 (three hundred thousand);"
5.) "8.10.11 the entering into contracts by which the Company or its subsidiaries assume obligations which exceed EUR 300,000 (three hundred thousand) per one transaction or per several transactions connected with each other;".
Tabulation of votes:
| In favour: | 138,275,367 votes | 93.97% of the votes represented at the Meeting |
| Against: | 9,143,478 votes | 6.20% of the votes represented at the Meeting |
| Impartial: | 11,619 votes | 0.01% of the votes represented at the Meeting |
| Did not vote: | 0 votes | 0.00% of the votes represented at the Meeting |
6. Amendment of Section 9.2 of the Company's articles of association
The Meeting resolved to increase the maximum number of the management board members and to approve the amendment of Section 9.2 of the Company's articles of association as follows:
"9.2 The management board has one to four members."
Tabulation of votes:
| In favour: | 138,292,393 votes | 93.80% of the votes represented at the Meeting |
| Against: | 9,125,952 votes | 6.19% of the votes represented at the Meeting |
| Impartial: | 12,119 votes | 0.01% of the votes represented at the Meeting |
| Did not vote: | 0 votes | 0.00% 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
E-mail
