Market announcement

Title

Notice on convening a regular meeting of shareholders of AS Järvevana

Message

Tallinn, Estonia, 2011-06-06 07:00 CEST (GLOBE NEWSWIRE) --


The Management Board of AS JÄRVEVANA, registry code 10068022, seated at
Järvevana tee 9G, Tallinn, 11314, will convene a regular meeting of
shareholders of AS JÄRVEVANA on Tuesday, June 28th 2011 at 15.30 at the
Arcturus conference hall of Nordic Hotel Forum (Viru väljak 3, Tallinn). 

The circle of shareholders, entitled for the participation in general meeting,
will be determined as of June 21st 2011, at 23.59 o'clock. Registration of
participants of the meeting is about to be opened on June 28th 2011 at 15.15. 

Agenda of the general meeting:

1. Endorsement of the annual report for 2010

The Supervisory Board has proposed the endorsement of annual report of AS
Järvevana for 2010. 

2. Proposal on distribution of profits

The Supervisory Board makes a proposal to approve the net loss of the year 2010
in the amount of 294,234 Estonian kroons (18,804.98 Euros) and to cover the net
loss of the year 2010 from retained profits of previous years. To leave the
reminder of profits undistributed. 

3. Amendment of Articles of Association

The Supervisory Board proposes to amend sections 4, 5, 9, 19, 20 and 23 of the
Articles of Association of AS Järvevana for the purposes of recalculating the
share capital into Euros, taking into use of shares without nominal value,
increasing of the share capital and specification of the Articles of
Association. 

3.1 To amend section 4 and reword it as follows: “4. The minimum share capital
of the Company is 6,000,000 (six million) Euros and the maximum share capital
is 24,000,000 (twenty-four million) Euros. The size of the share capital can be
changed as per prescribed procedures. “ 

3.2 To amend section 5 and reword it as follows: “5. The Company has 17,700,000
shares without nominal value. “ 

3.3 To amend section 9 and reword it as follows: “9. Upon increasing of the
share capital, shareholders have the right to subscribe for new shares in
proportion to the sum of their shares' book value, unless otherwise is
prescribed by law. “ 

3.4 To amend section 19 and reword it as follows: “19. The management board
shall send a notice, by registered mail, to shareholders, using the address
registered in the share register. If the number of shareholders of the public
limited company exceeds the limit, provided by law, there is no need to send
the shareholders summons; however, the notice on regular meeting shall be
published in at least one national daily newspaper and, for a public limited
company, registered on stock exchange, also by using methods, which shall grant
prompt access thereto, using means of communication, which would allow
efficient distribution of the information concerned to the public anywhere in
the European Union.“ 

3.5 To amend section 20 and reword it as follows: “20. At least three weeks
advance notice is required for convening both regular and extraordinary meeting
of shareholders. “ 

3.6 To specify section 23 and reword it as follows: “23. If the votes referred
to in section 22 of the Articles of Association are not represented at a
general meeting, the management board shall summon within three weeks but not
earlier than after 7 days a new general meeting with the same order of
business. The new general meeting has a quorum regardless of the number of
votes represented at the meeting. “ 

4. Recalculation of the share capital into Euros, taking into use of shares
without nominal value and increasing of the share capital 

In conjunction with accession of the Republic of Estonia to the euro zone on
January 1st 2011 and pursuant to amendments to the Commercial Code which
entered into force on July 1st 2010, the Supervisory Board makes the following
proposal: 

4.1. to carry out recalculation of the share capital of AS Järvevana from
177,000,000 Estonian kroons to 11,312,361.79 Euros and to take into use shares
without nominal value. The share capital of AS Järvevana is divided into
17,700,000 shares without nominal value; 

4.2. to increase the share capital of AS Järvevana by way of bonus issue on the
account of retained profits by 687,638.21 Euros by means of increasing the book
value of shares of AS Järvevana so that the new size of the share capital will
be 12,000,000 Euros. The new book value of the shares will be 0.67797 Euros.
The bonus issue is based on the annual report of AS Järvevana of the year 2010
which has been approved by the general meeting of shareholders. A list of
shareholders entitled to participate in the bonus issue shall be fixed on
12.07.2011 at 23:59. The size of the share capital and the book value of shares
is increased by way of making an entry in the commercial register which will
presumably take place prior to 20.07.2011; 

4.3. rounding of the results of recalculation of the nominal value or the size
of the share capital bear no legal meaning pursuant to this decision. 

5. Extension of the powers of members of the Supervisory Board

5.1. The Supervisory Board makes a proposal to the shareholders to extend the
terms of office of members of the Supervisory Board Tõnu Toomik, Teet Roopalu
and Jaan Mäe until June 28th 2014, i.e. for a period of three years from the
moment of deciding the extension. 

5.2. To continue remuneration of members of the Supervisory Board based on
terms and conditions approved at general meeting of shareholders of AS
Järvevana, held on 03.06.2008. 

6. Appointment of auditor for the financial year of 2011

The Supervisory Board proposes to appoint AS PricewaterhouseCoopers the auditor
of AS Järvevana for the financial year of 2011 and to pay to the auditing
company for auditing the financial year of 2011 as per contract to be entered
into with AS PricewaterhouseCoopers. 

The Supervisory Board ascertains that the Supervisory Board is satisfied with
the hitherto work of AS PricewaterhouseCoopers and hence makes a proposal to
appoint the auditing company AS PricewaterhouseCoopers also for the following
period. 


You're asked to submit the following for the registration of participants of
the general meeting: 

  -- Passport or ID document is required to identify natural
     persons-shareholders; a suitably prepared Proxy is also required of
     representatives;
  -- Representatives of a legal person-shareholders are required to provide an
     excerpt from an appropriate (business) register where the legal person is
     registered, which identifies the individual's right to represent the
     shareholder (legal representation) and passport or identification document
     of the representative; if the type of representation is other that legal
     representation, a suitably prepared Proxy must also be provided
     (authorities granted by transaction) and the representative's passport or
     identification document. You are kindly asked to legalise the registration
     documents of a legal person, registered in a foreign country (with the
     exception of unattested proxy) or have them apostilled, if not provided
     otherwise by an international treaty. AS Järvevana may register
     shareholders, who are legal persons registered in a foreign country, as
     participants of general meeting, when all the required information on the
     legal person and representative concerned are given in a notarised proxy,
     issued to the representative in a foreign country, and the proxy is
     acceptable in Estonia.

A shareholder may notify AS Järvevana of appointing a representative and having
withdrawn a proxy before the general meeting, by supplying a digitally signed
proxy and other required documents by e-mail to the following address:
[email protected] or delivering the written and signed documents on paper (proxy
and other required documents) to the location of AS Järvevana at Järvevana tee
9G Tallinn (on working days from 10.00 through 16.00) by June 27th 2011, 16.00,
as latest, using the forms published by AS Järvevana on its notice on convening
a regular meeting of shareholders on website at http://www.nasdaqomxbaltic.com.
It is not possible to vote electronically or by mail at the general meeting. 

The annual report of AS Järvevana for 2010 and the sworn auditor's report are
available for inspection at the website of NASDAQ OMX Tallinn Stock Exchange at
http://www.nasdaqomxbaltic.com. 

Documents related to the regular meeting of shareholders of AS Järvevana,
including the draft resolutions, annual report for the financial year 2010,
sworn auditor's report and proposal for distribution of profits and written
report, drawn up for the annual report by the Supervisory Board, are available
for inspection as of June 6th 2011 at the location of AS Järvevana at Järvevana
tee 9G, Tallinn on working days at 10.00-16.00. Questions concerning the agenda
of the regular meeting can be asked by sending them to the e-mail address
[email protected]. 

Shareholders are entitled to be provided information concerning the business of
AS Järvevana from the Management Board at the regular meeting. The Management
Board may refuse from giving the information, if there is a good reason to
believe that this may cause material damage to the interests of the public
limited company. Should the Management Board refuse from granting the
information, the shareholder concerned may demand the regular meeting to adopt
a decision, regarding the legitimacy of his/her demand, or file an application
for proceedings on application to the court to demand the Management Board to
supply the information. 

Shareholders, holding shares, which represent at least 1/20 of the share
capital of AS Järvevana, may submit a draft resolution of each item on the
agenda to the public limited company no later than 3 days prior to the general
meeting, that is, until June 25th 2011, submitting it in writing to the
following address: AS Järvevana, Järvevana tee 9G, 11314 Tallinn. 

Shareholders, holding shares, which represent at least 1/20 of the share
capital of AS Järvevana, may demand that additional items are added to the
agenda of the general meeting, provided that such a request has been submitted
in writing at least 15 days prior to the general meeting, that is, until June
13th 2011, to the following address: AS Järvevana, Järvevana tee 9G, 11314
Tallinn. 


Toomas Annus
Member of Management Board
+372 6 805 400
[email protected]