Market announcement

Title

OEG: ANNUAL GENERAL MEETING OF SHAREHOLDERS OF OLYMPIC ENTERTAINMENT GROUP AS

Message

INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF OLYMPIC
ENTERTAINMENT GROUP ASOLYMPIC ENTERTAINMENT GROUP AS, register code 10592898, address Pronksi 19,
10124 Tallinn (hereinafter Company) calls an annual general meeting of
shareholders, which is held on 05 May 2011, starting at 11.00 at Park Hotel &
Casino, Park Lounge (Kreutzwaldi 23, Tallinn, Estonia). 



The agenda of the annual meeting of shareholders is the following:

1. Approving the Company's 2010 consolidated annual report;

2. Deciding on distribution of profit;

3. Appointing the auditor for auditing the financial year covering the period
from 01.01.2011 ? 31.12.2011; 

4. Determination of terms and conditions of Share Option Program;

5. Amending of the Company's articles of association I (Articles Amendment I);

6. Converting the share capital of the Company into Euros, and reducing the
share capital (Capital Reduction I); 

7. Adoption of shares with no nominal value and amending the Company's articles
of association (Articles Amendment II); 

8. Reducing the Company's share capital (Capital Reduction II);

9. Renewal of the term of office of the Members of the Supervisory Board of the
Company. 



The supervisory board has approved the agenda of the general meeting presented
by the management board, and makes the following proposals to the annual
general meeting of shareholders of the Company: 



1. Approving the Company's 2010 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 2010, according to which the net profit amount is 17 885 032 kroons (1
143 062 euros). 



2. Deciding on distribution of profit

The supervisory board proposes to the general meeting to vote in favour of
approving the resolution on distribution of the profit of the financial year of
2010 as follows: 

2.1. Net profit amount: 17 885 032 kroons (1 143 062 euros);

2.2. Share of the profit intended to be distributed to the shareholders: 0
kroons (0 euros); 

2.3. Transfer to the mandatory reserve capital: 894 252 kroons (57 153 euros);

2.4. Applying the profit towards other purposes: 16 990 780 kroons (1 085 909
euros) is added to the retained loss. 



3. Appointing the auditor for auditing the financial year covering the period
from 01.01.2011 ? 31.12.2011 

The supervisory board proposes to the general meeting to vote in favour of the
proposal on appointing the auditor of the Company upon the following terms and
conditions: 

3.1. To appoint Estonia AS PricewaterhouseCoopers (registry code 10142876, seat
Pärnu mnt 15, Tallinn, 10141, Estonia) to serve as the auditors of the Company. 

3.2. AS PricewaterhouseCoopers shall audit the Company's annual report for the
financial year from 01.01.2011 - 31.12.2011. 

3.3. 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. 



4. Determination of terms and conditions of Share Option Program

The Supervisory Board proposes to the general meeting to vote in favour of the
determination of terms and conditions of share option program proposals upon
the following terms and conditions: 

4.1. Until 30.06.2011 the Company shall be entitled to issue in total up to 600
000 (six hundred thousand) share options. Every share option grants the
eligible person the right to acquire 1 (one) share of the Company. 

4.2. The eligible persons of this share option scheme are senior executives of
the Company and of undertakings of the Company's Group, who are selected by the
supervisory board of the Company, whereas the term ‘senior executive' shall be
inclusive of both persons in an employment relationship, as well as members of
the governing bodies (other than the members of the supervisory board of the
Company). The management board of the Company may submit suggestions to the
supervisory board regarding the selection of eligible persons from among the
senior management staff. 

4.3. The number of share options issued to individual senior executives shall
be determined by the supervisory board of the Company. The supervisory board of
the Company shall notify every senior executive included in the range of
eligible persons of their relevant decision in writing. 

4.4. Under these share option conditions one senior executive, being an
eligible person of the share option, is entitled to receive no more than 70 000
(seventy thousand) share options. 

4.5. In the event that the eligible person wishes to acquire the share option
designated for him or her, that person shall execute with the Company a written
option agreement at the latest within one month following the receipt of such
notice. If the eligible person does not conclude the option agreement with the
referred term, the person loses the right for acquiring the share options
allocated to him or her. 

4.6. The implementation of the terms and conditions of the share option scheme,
and the procedure for exercising the share option shall be set forth in the
option agreement concluded by and between the Company and the eligible person. 

4.7. The eligible person of this share option has the right to exercise the
issued option as from the 37th calendar month following the issue of the
option. For exercising the option the eligible person shall submit the Company
a statement of intent in accordance with the provisions of the share option
agreement. 

4.8. The eligible person of the share option may not transfer the share options
issued to him or her. 

4.9. For the purpose of complying with the share option conditions the Company
shall issue up to 600 000 (six hundred thousand) shares with the price equal to
the nominal value of the share or the calculated value of the share with no
nominal value. 

4.10. The expiration date of the entire share option scheme shall be 01.09.2014
by which date the statement of intent for exercising the option must be
submitted. The supervisory board shall establish the detailed time schedule of
the share option scheme, and the procedure for exercising the same. 

4.11. The price for exercising the share option shall be the nominal value of
the share or the calculated value per one share. 

4.12. When new shares are issued to meet the terms and conditions of the share
option scheme, such shares shall entitle the shareholder to receive dividends
on the financial year when the shares were issued, and subject to adopting the
resolution to pay dividends. 

4.13. In connection with the share option the pre-emptive right of the
shareholders to subscribe for new shares issued to comply with the share option
conditions shall be excluded. Prior to registration of the increase of the
share capital in the framework of the share option program the general meeting
of the shareholders shall adopt resolution on the amendment of the articles of
association of the Company for changing the number of the shares if this is
required by the law. 



5. Amending of the Company's articles of association I (Articles Amendment I)

The Supervisory Board proposes to the general meeting in relation to the
conversion of the share capital into Euros and share option program to vote in
favour of the proposals to amend the articles of association as follows: 

5.1. To amend subsections 4.1, 4.2 and 4.7 of the articles of association of
the Company and to approve them in the new wording as follows: 

   4.1. The minimum amount of the share capital of the Company is 30 000 000
(thirty million) euros, and the maximum amount of the share capital is 120 000
000 (one hundred and twenty million) euros. 

   4.2. The nominal value of a share of the Company is EUR 0.60 (sixty euro
cents), and every share gives one vote at the general meeting of the Company. 

   4.7. In connection with the share option program, the Company's supervisory
board may during the period of 3 (three) years as from 05.05.2011 increase the
share capital of the Company by up to EUR 360 000 (three hundred and sixty
thousand euros) by issuing up to 600 000 (six hundred thousand) new ordinary
shares of the Company. As a result of the share capital increase by the
supervisory board the maximum amount of the share capital of the Company may be
EUR 91 157 703 (ninety-one million one hundred and fifty-seven thousand seven
hundred and three euros). If the Supervisory Board decides to increase the
share capital then the precondition for registration of the increase of the
share capital in the Commercial Register is the amendment of the articles of
association for changing the number of the shares if the law requires the
fulfilment of such precondition. 

5.2. To approve the new version of the Company's articles of association, with
the above amendments. 



6. Converting the share capital of the Company into Euros, and reducing the
share capital (Capital Reduction I) 

The Supervisory Board proposes to the general meeting to vote in favour of the
proposals to convert into Euros and reduce the share capital as follows: 

6.1. In relation to introducing the Euro in Estonia, to convert the Company's
share capital from Estonian kroons into euros, and to reduce the share capital
upon the following conditions: 

6.1.1. convert the Company's share capital amount and the nominal value of the
shares into the euro, by rounding the amount in euros with the precision of two
digits after the decimal point. Pursuant to § 5252 (3) of the Commercial Code
the rounding has no legal consequence and does not affect any rights stemming
from the share, and the ratio of the nominal values of the shares to the share
capital; 

6.1.2. the share capital amount of the Company to be converted is EEK 1 513 295
050 i.e. EUR 96 717 181.37 that is divided into 151 329 505 shares, whereas the
nominal value of the share to be converted is EEK 10, i.e. EUR 0.64; 

6.1.3. reduce the share capital of the Company by EUR 5 919 478.37 from EUR 96
717 181.37 to EUR 90 797 703, by reducing the nominal value of the shares, and
making monetary disbursements to the shareholders. The disbursements to the
shareholders shall be made within the term set forth by the law; 

6.1.4. reduce the nominal value of every share by EUR 0.04, from EUR 0.64 to
EUR 0.60; 

6.1.5. as a result of the share capital reduction the new nominal value of the
share shall be EUR 0.60, the number of the share remains the same (i.e. 151 329
505) and the total amount of the share capital shall be EUR 90 797 703; 

6.1.6. the reason for reducing the share capital is the conversion of the share
capital and the nominal value of the shares into the euro; 

6.1.7. the list of shareholders participating in the reduction of the share
capital shall be fixed at 19.05.2011 at 23:59. 



7. Adoption of shares with no nominal value and amending the Company's articles
of association (Articles Amendment II) 

The Supervisory Board proposes to the general meeting to vote in favour of the
proposals to adopt the shares with no nominal value and to amend the articles
of association as follows: 

7.1. adopt shares with no nominal value.

7.2. In connection therewith to amend subsections 4.2, 5.1 and 11.1 of the
articles of association of the Company and to approve them in the new wording
as follows: 

   4.2. The Company has 151 329 505 shares with no nominal value, and every
share grants one vote at the general meeting. 

   5.1. The share shall grant the shareholder the right to participate in the
management of the Company, and in the distribution of profits and, upon
dissolution of the Company, of the remaining assets of the Company pro rata to
the calculated value of the shares. 

   11.1. A shareholder shall be paid a share of profit (dividend) pro rata to
the calculated value of the shareholder's shares. 

7.3. To approve the new version of the Company's articles of association, with
the above amendments. 

7.4. As a result of adopting the no-nominal-value shares the Company has 151
329 505 with no nominal value, whereas every share grants its holder one vote
at the general meeting. Following the adoption of the resolution referred to in
this section 7, the calculated value of the share shall be EUR 0.60. 

7.5. The resolution adopted in this section shall enter into effect on the next
date after the entries pertaining to the date of amending the articles of
association and the new amount of the share capital, filed under the resolution
pertaining to Articles Amendment I and Capital Reduction I, have been made in
the commercial register. 



8. Reducing the Company's share capital (Capital Reduction II)

As currently and in the near future the Company does not need the amount of the
share capital registered at present time and the requirements set to the share
capital by the law have been fulfilled even if the amount of the share capital
is lower, the Supervisory Board proposes to the general meeting to vote in
favour of the proposals to reduce the share capital as follows: 

8.1. reduce the share capital of the Company on the following conditions:

8.1.1. to reduce the share capital of the Company by EUR 9 079 770.30 from EUR
90 797 703 to EUR 81 717 932.70; 

8.1.2. the share capital is reduced by reducing the calculated value of the
shares: as a result the reduction the calculated value of the share of the
Company is reduced from EUR 0.60 to EUR 0.54, whereas the number of the share
remains the same (i.e. 151 329 505), and the new amount of the share capital is
EUR 81 717 932.70; 

8.1.3. the share capital is reduced by making monetary disbursements to the
shareholders. The disbursements to the shareholders shall be made within the
term set forth by the law; 

8.1.4. the reason for reducing the share capital is that currently and in the
near future the Company does need the amount of the share capital registered at
present time and the requirements set to the share capital by the law have been
fulfilled even if the amount of the share capital is lower; 

8.1.5. The list of shareholders participating in reduction of share capital
shall be fixed as at the date 2 weeks after the entry into effect of the
resolution to reduce the share capital as stated herein at 23.59. 

8.1.6. The resolution adopted in this section shall enter into effect on the
next date after the entries pertaining to the date of amending the articles of
association and the new amount of the share capital, filed under the resolution
pertaining to Articles Amendment I and Capital Reduction I, have been made in
the commercial register. 



9. Renewal of the term of office of the Members of the Supervisory Board of the
Company 

The term of office of the Members of the Supervisory Board of the Company Peep
Vain, Liina Linsi and Jaan Korpusov expires on 11.09.2011. In relation to this
the Supervisory Board proposes to the general meeting to vote in favour of the
renewal of the term of office of the Members of the Supervisory Board as
follows: 

To renew the term of office of the Members of the Supervisory Board of the
Company Peep Vain, Liina Linsi and Jaan Korpusov for 2 (two) year as from
12.09.2011 (included). 



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 http://www.olympic-casino.com. 



The list of shareholders entitled to vote at the general meeting shall be fixed
on 28 April 2011 at 23:59. 



The registration of the participants of the general meeting starts on the day
of the meeting, i.e. on 05 May 2011 at 10:30. For registration you are kindly
requested to present your identity document; representatives of shareholders
shall also present their power of attorney or another document evidencing of
the right of representation. The relevant forms of the power of attorney and a
notice on revoking a power of attorney are available on the website of the
Company at http://www.olympic-casino.com. Legal entities are requested to
present an effective extract from the registry card. Documents pertaining to
foreign legal entities need to be legalised or certified with an apostille,
unless an international treaty stipulates otherwise and to be translated into
Estonian by sworn translator. 



A shareholder may notify the Company of appointing a representative, and of
rescinding the powers of the representative before the holding of the general
meeting, by sending a relevant digitally signed notice by e-mail to [email protected],
or serving the document(s) personally to the office of the Company at Pronksi
19, 3rd floor on business days from 09:00 to 17:00, at the latest by 04 May
2011. 



The annual report of the Company and the auditor's report are available for
reviewing at the website of the NASDAQ OMX Tallinn Stock Exchange at
www.nasdaqomxbaltic.com. The annual report of the Company, the drafts of the
new versions of the articles of association, the draft resolutions, and any
other documents of the general meeting are available for reviewing as of 12
April 2011 on the website of the Company at http://www.olympic-casino.com and
on workdays between 09:00 to 17:00 at Pronksi 19, 3rd floor. Questions
regarding any item on the agenda of the general meeting may be addressed to the
Company by e-mail at [email protected], or by telephone 667 1250. The questions,
responses and the minutes of the general meeting shall be published on the
website of the Company at http://www.olympic-casino.com. 



Shareholders, whose shares represent at least 1/20th of the share capital may
request that additional issues be included in the agenda of the general
meeting, provided that the relevant request is submitted in writing at least 15
days prior to the date of the general meeting, at the latest by the beginning
of the business day (09:00) on 20 April 2011. 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 general meeting, at
the latest 3 days prior to the date of the general meeting by the beginning of
the business day (09:00) on 02.05.2011. 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
http://www.olympic-casino.com. 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

Member of the management board of Olympic Entertainment Group AS