OLYMPIC ENTERTAINMENT GROUP AS, registry code 10592898, address Pronksi 19, Tallinn, Harju County, 10124 (hereinafter the Company), convenes annual General Meeting of shareholders of the Company that will be held on 11 May 2018 at 15:00 at the Conference centre of Hilton Tallinn Park (Kreutzwaldi 23, Tallinn, Estonia).
Agenda for the annual General Meeting is the following:
The Supervisory Board of the Company has approved the agenda of the General Meeting as presented by the Management Board and makes the shareholders the following proposals:
1. Approving Company’s 2017 consolidated annual report
The Supervisory Board proposes to the General Meeting to vote in favour of the approval of the consolidated annual report of the Company for the financial year of 2017.
2. Deciding on distribution of profit
The Supervisory Board proposes to the General Meeting to vote in favour of the approval of the 2017 financial year profit distribution proposal as follows:
2.1. net profit amount: EUR 30,028,194.29;
2.2. to transfer the entire net profit for the financial year 2017 in the amount of EUR 30,028,194.29 to retained earnings;
2.3. not to pay dividend.
3. Recalling members of Supervisory Board
The Supervisory Board proposes to the General Meeting to recall all the members of the Supervisory Board, i.e.:
3.1. Armin Karu;
3.2. Jaan Korpusov; and
3.3. Liina Linsi.
4. Election of members of Supervisory Board
The Supervisory Board proposes to the General Meeting to appoint a Supervisory Board that consists of 5 (five members) and to elect the following persons to the Supervisory Board:
4.1. Mickael Betito, date of birth 12 May 1988;
4.2. Dr. Günter Maximilian Schmid, date of birth 3 October 1967;
4.3. Stephen Mark Peel, date of birth 29 December 1965;
4.4. Stefan Kowski, date of birth 16 February 1979; and
4.5. Corey David Plummer, date of birth 10 February 1971,
whose authorities will commence as of the moment of the adoption of this resolution and remain valid for a term of 5 (five) years. Not to pay a remuneration to the members of the Supervisory Board for performing the duties of the member of Supervisory Board.
5. Approval of termination of listing Company’s shares on Nasdaq Tallinn Stock Exchange and instructions to submit application for termination of listing
Considering, that:
i. on 04.04.2018 Odyssey Europe AS made a voluntary public takeover offer for the acquisition of shares of the Company; and
ii. convening a general meeting of the shareholders of the Company concerning, inter alia, the approval of the delisting of the Company’s shares from Nasdaq Tallinn Stock Exchange and the issuance of the instruction to Company’s management to submit the application for the delisting to Nasdaq Tallinn Stock Exchange, is included among the closing conditions for the voluntary public takeover offer,
the Supervisory Board proposes to the General Meeting to vote in favour of delisting the shares from Nasdaq Tallinn Stock Exchange as follows:
5.1. to approve the termination of listing of the shares of the Company (OEG1T, ISIN EE3100084021) on the Baltic Main List of Nasdaq Tallinn Stock Exchange;
5.2. to instruct the Management Board (and each member of the Management Board acting separately) to submit the application for the termination of listing to the Nasdaq Tallinn Stock Exchange as soon as practically possible after the adoption of this resolution, and to authorise the Management Board (and each member of the Management Board acting separately) to take, at its sole discretion, all actions as may be required for or in connection with the termination of listing.
6. Appointing auditor for auditing financial year covering period from 01.01.2018 – 31.12.2018
The Supervisory Board proposes to the General Meeting to vote in favour of the proposal to appoint the auditor of the Company upon the following terms and conditions:
6.1. To appoint AS PricewaterhouseCoopers (registry code 10142876, seat Pärnu mnt 15, Tallinn, 10141, Estonia) to serve as the auditor of the Company.
6.2. AS PricewaterhouseCoopers shall audit the Company’s annual report for the financial year from 01.01.2018 – 31.12.2018.
6.3. For auditing the annual reports, the Company shall pay AS PricewaterhouseCoopers a fee in the amount agreed upon in the contract concluded with AS PricewaterhouseCoopers on rendering auditing services.
ORGANISATIONAL ISSUES
List of shareholders entitled to vote at the General Meeting will be fixed 7 days prior to the General Meeting, on 4 May 2018, as at the end of the working day of the settlement system.
A shareholder may notify about the appointment of a representative and the withdrawal of the power of attorney of the principal prior to the General Meeting by sending respective digitally signed notice by e‑mail to info@oc.eu or by delivering respective document(s) on business days from 9 AM till 5 PM at the latest by 10 May 2018 to the location of the Company at Pronksi 19, 3rd floor.