VSN: Notice to Convene the Annual General Meeting of AS Viisnurk
VSN: Notice to Convene the Annual General Meeting of AS Viisnurk
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Viisnurk Notice to convene annual general meeting 25.05.2012
Notice to Convene the Annual General Meeting of AS Viisnurk
Pärnu, Estonia, 2012-05-25 15:21 CEST (GLOBE NEWSWIRE) --
The Annual General Meeting of AS Viisnurk (registry code: 11421437, address:
Suur-Jõe 48, Pärnu 80042, hereinafter the Company) will be held on the 19th of
June 2012 at 11am at the office of AS Viisnurk at Suur-Jõe 48, Pärnu.
The agenda of the General Meeting with the proposals of the Supervisory Board:
1. Approval of the Annual Report 2011
Proposal of the Supervisory Board: 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
Proposal of the Supervisory Board: 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
Proposal of the Supervisory Board: 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
Proposal of the Supervisory Board: To change the business name of the Company.
The new business name shall be Skano Group AS.
5. Changing the Articles of Association
Proposal of the Supervisory Board: To approve the new reduction of the Articles
of Association of AS Viisnurk as published on the Company’s web site
www.viisnurk.eeand 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.
Proposal of the Supervisory Board: 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.
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.
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.
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.
The documents of Annual Report of AS Viisnurk, proposal for profit allocation
and auditor’s report to the Annual Report of 2011 and new reduction of
Articles of Association will be available at the head office of the Company at
Suur-Jõe 48, Pärnu, starting from 28th of May, 2012, and on Company’s web site
Information on the procedure for exercising the rights specified in the
Commercial Code § 287, § 293 (2) and (21) and § 293'1 (4) is published on the
website of the Company www.viisnurk.ee.
As of the date of publishing of the announcement, the share capital of AS
Viisnurk is 2 699 436.60 euros. The company has 4 499 061 shares and each share
gives one vote.
The date of closing the list of shareholders entitled to vote at the Annual
General Meeting will be June 12, 2012 at 23:59.
Registration of the participants in the meeting will begin at 10:45
To register yourself as a participant in the general meeting, please present:
a shareholder who is a sole proprietor – an identity document
a representative of a shareholder who is a sole proprietor – an identity
document and a written authorisation document
a representative of a shareholder who is a legal person – valid certified copy
of the registry card (for legal persons in Estonia, certified no earlier than 7
days ago), which entitles the person to represent the shareholder, and an
identity document of the representative, or an authorisation document prepared
as required and an identity document of the representative. We request prior
legalisation or apostille certification of documents of a legal person
registered in a foreign country, unless stated otherwise in the international
agreement. AS Viisnurk may register a shareholder who is a legal person of a
foreign country as a participant in the general meeting also in case all
required data on the legal person and the representative are included in the
notarised authorisation document issued to the representative in a foreign
country and the authorisation document is acceptable in Estonia.
If a shareholder has deposited his/her shares on a nominee account, a
respective certificate issued by the account administrator shall be submitted,
certifying the right of ownership of the shares as of 12th of June 2012.
Please present your passport or identity card as an identification document.
A shareholder may notify the Company of the appointment of a representative or
withdrawal of authorisation by a representative by submitting respective
information to the Management Board of AS Viisnurk (in a digitally signed
format which can be reproduced in writing on the following e-mail address:
email@example.com, or in writing by mail at the following address: AS
Viisnurk, Suur-Jõe 48, Pärnu, Estonia) no later than on 18.06.2012 (inclusive).
For the appointment of a representative or withdrawal of authorisation by a
representative, a shareholder may use the forms available on the website of AS
+372 447 8331