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NOTICE OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF
SAKU ÕLLETEHASE AKTSIASELTS
Saku Õlletehase Aktsiaselts (Saku Õlletehase AS), registered in the Register Department of Tallinn City Court, registration no 10030278, business address Saku alevik, Saku vald, Harjumaa 75501, hereby gives notice of the ordinary general meeting of its shareholders.
The ordinary general meeting of the shareholders of Saku Õlletehase AS will take place on 30th of April 2008 from 10.00 a.m. to 12.00 a.m. in the administration building of Saku Õlletehase AS at 2 Tallinna maantee, Saku alevik, Saku vald, Harjumaa.
Agenda of the ordinary general meeting:
- Approval of the annual report.
- Distribution of profit.
- Electing and recalling the members of the Supervisory Board.
- Remuneration of members of the Supervisory Board (amount of remuneration and procedure of payment).
- Appointment of auditors until the next annual general meeting of shareholders (number of auditors, their appointment and procedure of remuneration).
Motions of the supervisory board of Saku Õlletehase AS concerning the agenda:
1. Approval of the annual report
The Supervisory Board proposes that the shareholders approve the annual report of 2007.
2. Allocation of profits
2.1. The Supervisory Board proposes that shareholders approve the following profit allocation proposal:
declare a net dividend (the share of profit payable to shareholders) of 80,000,000 EEK (5,113,000 EUR),
i.e.10 EEK (0,64 EUR) per share.
- The Supervisory Board proposes that the shareholders approve the following dividend distribution
procedure: in accordance with the rules of Tallinn Stock Exchange, shareholders who will be entitled to a dividend for 2007 will be determined on the basis of the list of shareholders at Tallinn Stock Exchange at 23.59 pm on the 20th stock exchange day from the general meeting, i.e. on 28th of May 2008. Dividends will be paid out on 02nd of June 2008.
3. Electing and recalling the members of the Supervisory Board.
3.1. The member of the Supervisory Board Cardo Remmel and Piotr Sanetra have been elected to the position of the member of the Supervisory Board for three years on the general meeting of the shareholders held in 2005 and their powers to act as the members of the Supervisory Board will be terminated.
3.2. The Supervisory Board proposes that the shareholders elect Andrew Tokely, Nicholas Johnston and Cardo Remmel to the position of the Member of the Supervisory Board until the general meeting of the shareholder held in 2011.
3.3. The short description of Andrew Tokely´s previous 3 years´ professional experience:
2007 – BBH Baltic UAB - Vice President of Finance & IT;
2002-2007 – AS Coca-Cola HBC Eesti - CFO of the Baltic region.
Andrew Tokely is the member of the Supervisory Board of UAB Svyturys-Utenos Alus.
Andrew Tokely does not own the shares of Saku Õlletehase AS.
3.4. The short description of Nicholas Johnston´s previous 3 years´ professional experience:
2007 – BBH Baltic UAB – Vice President of Commercial;
2003-2007 – SABMiller Europe AG - Marketing Director, Strategic Planning Director and Management Board member of two business units.
Nicholas Johnston is the member of the Supervisory Board of UAB Svyturys-Utenos Alus.
Nicholas Johnston does not own the shares of Saku Õlletehase AS.
3.5. The short description of Cardo Remmel´s previous 3 years´ professional experience:
2007 - Pere AS – Member of the Management Board;
2006-2008 - Member of Pärnu Town Council;
2005-2006 – Vice mayor of Pärnu Town.
Cardo Remmel is the member of the Management Board of OÜ Creme, Primo Condire OÜ, OÜ Ashley and the member of the Supervisory Board of SA Pärnu Haigla, OÜ Paikre, SA Tallinn 2011.
Cardo Remmel does not own the shares of Saku Õlletehase AS.
4. Remuneration of members of the Supervisory Board (amount and procedure of payment)
The Supervisory Board proposes that the members of the Supervisory Board will be remunerated for the performance of their duties in the 2008 financial year similarly to the financial year of 2007, i.e. with up to 100,000 EEK (one hundred thousand) in aggregate. The terms and conditions of remuneration will be determined at the Supervisory Board meeting.
5. Appointment of auditors until the next general meeting of shareholders (number of auditors,
their nomination and procedure of remuneration)
- The Supervisory Board proposes the appointment of one (1) auditor for one (1) year (until the next
general meeting of shareholders) and that the auditing company KPMG Baltics AS will be appointed to carry out the auditing and that Andris Jegers will be appointed for the position of lead auditor.
5.2. The Supervisory Board proposes that the auditors will be remunerated for the performance of the audit of 2008 in accordance with the auditing agreement concluded with KPMG Baltics AS.
Shareholders can acquaint themselves with the annual report of Saku Õlletehase AS at the secretary’s office on the ground floor of the administration building of Saku Saku Õlletehase AS (address: 2 Tallinna maantee, Saku alevik, Saku vald, Harjumaa 75501) from 9 a.m. to 4 p.m. on business days or in the Internet at www.saku.ee and www.ee.omxgroup.ee.
The ordinary general meeting of the shareholders of Saku Õlletehase AS may be attended by shareholders who are registered in the share register of Saku Õlletehase AS 10 (ten) days before the general meeting takes place, i.e. on 20th of April 2008, at 23.59 p.m.
Shareholders may be represented at the general meeting by proxies carrying relevant written authorisation. Attendance of a proxy does not deprive the shareholder of the right to attend the ordinary general meeting.
Registration of the participants of the ordinary general meeting of the shareholders of Saku Õlletehase AS begins on 30th of April 2008 at 10.00 a.m. and ends at 9.55 a.m.
At the ordinary general meeting of the shareholders of Saku Õlletehase AS shareholders who are natural persons will be requested to produce an identity document with a photo. Proxies of shareholders who are natural persons will be requested to produce a document verifying their authorisation and an identity document with a photo.
At the ordinary general meeting of the shareholders of Saku Õlletehase AS legal representatives of shareholders who are legal persons will be requested to produce a transcript of the registry card of the legal person and an identity document with a photo. Proxies of shareholders who are legal persons will be requested to produce a document verifying their authorisation, an identity document with a photo and a transcript of the registry card of the legal person.
Shareholders of Saku Õlletehase AS may ask questions about the items on the agenda of the ordinary general meeting before the meeting takes place. The questions should be sent by email to saku@pruul.ee.
Sincerely,
Management Board of Saku Õlletehase AS |
