EE域名是ICANN分配给爱沙尼亚的顶级国家域名。
EE域名的优势以及前景：无论机构还是个人都可以注册.ee 域名没有国家区域的限制，向其他国家一样，任何人都可以注册，唯有不同的是：如果一家公司要注册此域名，需要提供该公司的原地工商局注册文件，以及该公司目前的状况、登记申请者的信息，以确保该公司域名属于合法的注册商标。个人或个体要注册.ee 域名，必须提供相关的证件，比如护照或身份证的复印件等。
.EE域名申请地址: http://www3.eenet.ee/cgi/ee/taotlus.rb?lang=en
域名: *
公司资料
公司名称: *
公司名称 (英文):
注册:
注册号码: *
地址: *
电话: *
传真:
电邮:
联系人
名: *
姓: *
身份证号码: *
电话:
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联系人属性: *
管理员 技术员
域名解析
Name server *
IP 地址: *
Name server *
IP 地址: *
网络供应商(ISP): *
EE注册资料提供：
1. 到官方站点的whois输入某已知域名，得到ee文字的用户名和地址；
whois地址：http://www.eenet.ee/EENet/ee-whois.html
2. 在google里输入：Registration number inurl:.ee，查找 Registration number，也就是顺应的查找到所有信息，包括电话，地址。。。。。。
3. Personal identification code: 身份证号码，也可以通过google查询，关键字：Personal identification code inurl:. ee
身份证号码：http://tiny8.cn/ee.html
EE居民身份证：
爱沙尼亚共和国身份证在线生成生成
http://georg.nonsense.ee/isikukood.php
EE身份证生成格式：
GYYMMDDSSSC
G：代表性别和年代，奇数是男的，偶数是女的，1~2是出生于19世纪，3~4是20世纪，5~6是21世纪
YY：出生年份后两位
MM：出生月份
DD：出生日
SSS：随机数
C：校验码
SSS和C：随便填都可以
1000个EE身份证号码:
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Unofficial translation into English, excluding Annex 4
TARVO PURI, NOTARY PUBLIC IN AND FOR TALLINN
REGISTRATION NUMBER
IN THE REGISTER OF NOTARIAL ACTS
1570
DIVISION PLAN OF AS MERKO EHITUS
This notarial deed has been prepared and attested by TARVO PURI, notary public in
and for Tallinn, in his office at Rävala 3 / Kuke 2, Tallinn, on this thirtieth day of April
of the year two thousand and eight (30.04.2008). The party to this notarial deed is:
Aktsiaselts MERKO EHITUS, registry code 10068022, having its seat at Järvevana tee 9G,
Tallinn, 11314, Estonia, email address merko@merko.ee, hereinafter referred to as the
Company Being Divided and/or the Founder, represented by its registered management board
member, Alar Lagus, personal identification code 36902150343, who has been identified
based on his identification card,
who has decided to prepare the following division plan:
1. THE COMPANY BEING DIVIDED
1.1. The Company Being Divided is AS MERKO EHITUS, registry code 10068022,
with its seat at Järvevana tee 9G, Tallinn, 11314, and its share capital amounting
to one hundred and seventy-seven million (177,000,000) EEK.
2. THE RECIPIENT COMPANY
2.1. The Recipient Company is AS MERKO EHITUS (being founded), a public
limited company to be founded in the course of division, with its seat at
Järvevana tee 9G, Tallinn, 11314, and its share capital amounting to one
hundred and seventy-seven million (177,000,000) EEK. The Founder has
decided to found a public limited company and requests that a public limited
company (the “Company”) with the following data be entered in the commercial
register:
2
2.1.1. The business name of the recipient company is AS MERKO EHITUS.
Upon division, the Company Being Divided will transfer the business
name of “MERKO EHITUS” to the Recipient Company and will adopt a
resolution on the change of its business name along with the division
resolution.
2.1.2. The Company has its seat in Tallinn, Estonia, and its address is
Järvevana tee 9G, Tallinn, Estonia, postal code 11314;
2.1.3. The planned amount of the Company’s share capital is 177,000,000 (one
hundred and seventy-seven million) EEK, which is divided into
17,700,000 (seventeen million seven hundred thousand) shares with a
par value of 10 (ten) EEK. The shares will be paid for by the assets to be
transferred to the Recipient Company in accordance with this division
plan. The valuation of the non-monetary contribution will be carried out
by the management board of the Recipient Company and will be audited
by an auditor.
2.1.4. The Company’s management board members are Tiit Roben, personal
identification code 36601050214, residing in Saue rural municipality,
Harjumaa; Veljo Viitmann, personal identification code 36203130270,
residing in Tallinn; Alar Lagus, personal identification code
36902150343, residing in Tallinn; Andres Agukas, personal
identification code 36507154213, residing in Saue rural municipality,
Harjumaa; and Tõnu Korts, personal identification code 37404166013,
residing in Saue. The right of representation of the members of the
management board is unlimited and each member of the management
board is entitled to represent the Company in all legal acts.
2.1.5. The Company’s supervisory board members are Teet Roopalu, personal
identification code 34908300259, residing in Tallinn; Jaan Mäe, personal
identification code 36409260289, residing in Tallinn; and Tõnu Toomik,
personal identification code 36103080339, residing in Tallinn. The
monthly remuneration to be paid to the chairman of the supervisory
board is 50,000 (fifty thousand) EEK. The monthly remuneration to be
paid to members of the supervisory board is 45,000 (fifty thousand)
EEK. The amount of remuneration paid to members of the supervisory
board may be increased annually to the extent corresponding to the
change in the consumer price index, but not less than by 10 (ten) per
cent. In addition, the chairman of the supervisory board is entitled to a
bonus of 0.4 per cent, and members of the supervisory board to a bonus
of 0.35 per cent, of the Company’s profit before income tax less the
respective minority share. Bonus payments are made after approval of
the annual report for the respective financial year by the general meeting
of shareholders. A maximum of 75 per cent of the bonus can be paid to
the members of the supervisory board in advance. Upon removal of a
supervisory board member before the end of his term of office, or expiry
of his term of office, and provided that the member is not re-elected for
an additional term or offered another managerial position on terms
3
similar to those applicable to supervisory board members, the member
will be paid compensation within 12 (twelve) months in the amount of
the monthly remuneration paid to the member during the last 12 (twelve)
months (excluding bonuses). A member of the supervisory board is not
entitled to receive a bonus if the member has been removed from the
supervisory board with good reason due to his violation of law, the
articles of association or conditions of employment, or failure to perform
his duties.
2.1.6. The auditor of the Company is AS PricewaterhouseCoopers, registry
code 10142876, having its seat in Tallinn, Estonia; entered in the list of
companies of auditors on 11 January 2000;
2.1.7. The financial year of the Company begins on 1 January and ends on 31
December;
2.1.8. The articles of association of the Company being founded, which are
approved by the division resolution, will be annexed to this notarial deed
(Annex No. 2 to the notarial deed);
2.1.9. The foundation expenses are expected to amount to 165,000 (one
hundred and sixty-five thousand) EEK, and those expenses will be paid
by the Founder;
2.2. AS MERKO EHITUS, registry code 10068022, as the owner of the trade mark
“m merko” (registration number 40292), hereby gives its consent to the use of
the trade mark “m merko” in the business name of the public limited company
being founded, MERKO EHITUS.
3. REPRESENTATIONS AND WARRANTIES MADE BY THE PARTY
3.1. The representative of the Company Being Divided represents and warrants that:
3.1.1. as at the date of notarising this division plan, no resolution on altering
the amount of the registered share capital of the Company Being Divided
has been adopted;
3.1.2. the reports of the Company Being Divided have been drawn up in
accordance with the Estonian Accounting Act and International
Financial Reporting Standards (IFRS);
3.1.3. the shares of the Company Being Divided have been registered with the
Estonian Central Depositary for Securities;
3.1.4. the assets of the Company Being Divided are encumbered with the
following commercial pledges:
@ a first-rank commercial pledge in the sum of 40,000,000 (forty
million) EEK for the benefit of AS Hansapank;
@ a second-rank commercial pledge in the sum of 40,000,000 (forty
million) EEK for the benefit of AS Hansapank;
4
@ a third-rank commercial pledge in the sum of 10,000,000 (ten
million) EEK for the benefit of AS SEB Pank (former business name
AS Eesti Ühispank);
@ a fourth-rank commercial pledge in the sum of 20,000,000 (twenty
million) EEK for the benefit of AS SEB Pank (former business name
AS Eesti Ühispank);
@ a fifth-rank commercial pledge in the sum of 60,000,000 (sixty
million) EEK for the benefit of AS Hansapank; and
@ a sixth-rank commercial pledge in the sum of 30,000,000 (thirty
million) EEK for the benefit of AS SEB Pank (former business name
AS Eesti Ühispank).
3.1.5. The documents of the Company Being Founded
give a true and fair view
of its assets and liabilities, it has no liabilities, has not provided any
guarantee or security, and its assets have not been encumbered or
otherwise restricted in favour of any third party other than set out in the
documents;
3.1.6. The data contained in clause 1 above have not changed.
4. DIVISION BY SEPARATION AND EXCHANGE OF SHARES
4.1. According to this division plan, the Company Being Divided referred to in
clause 1 above will be divided such that it will transfer all of its business to the
Recipient Company according to the terms and conditions of this division plan,
as described in clause 5 below.
4.2. As a result of division, the shareholders of the Company Being Divided will
become shareholders of the Recipient Company, who will own 17,700,000
(seventeen million seven hundred thousand) shares with a par value of 10 (ten)
EEK, which account for 100 per cent of the share capital of the Recipient
Company. The exchange ratio of shares is 1:1 (one for one), i.e. each
shareholder of the Company Being Divided will receive one share of the
Recipient Company for one share of the Company Being Divided.
4.3. As of entry of the division in the commercial register of the seat of the
Company Being Divided, the shareholders of the Company Being Divided will
become shareholders of the Recipient Company and will have all the rights of a
shareholder in accordance with the articles of association of the Recipient
Company annexed hereto as Annex No. 2.
4.4. The shares of the Recipient Company will be transferred to the shareholders of
the Company Being Divided entitled to receive such shares, to their securities
accounts opened with Estonian Central Register of Securities within 10 (ten)
days as of entry of the division in the commercial register of the seat of the
Recipient Company.
4.5. No additional payments will be made.
5
4.6. The shares of the Recipient Company will grant the right to a share of profit of
the Recipient Company as of entry of the division in the commercial register of
the seat of the Recipient Company.
4.7. The division of the Company Being Divided will not affect the content of
employment contracts signed with its employees. All employment contracts
will transfer to the Recipient Company on current terms and condition. The
Company Being Divided will inform its employees of the division in
accordance with the requirements established by the Employment Contracts
Act.
4.8. No benefits will be granted to management or supervisory board members of the
companies participating in the division in connection with the division.
4.9. The Recipient Company has not issued preferred shares or convertible bonds.
4.10. The auditor auditing the division plan will be paid remuneration in the sum of
50,000 (fifty thousand) EEK plus VAT for its services.
5. ASSETS TO BE TRANSFERRED
5.1 In the course of the division, the Company Being Divided will transfer to the
Recipient Company all of its assets and business, including all things, rights and
obligations, except for the assets and obligations that have been set forth in
Annex No. 3 to this notarial deed and that are retained by the Company Being
Divided.
5.2 In the course of the division, all the obligations of the Company Being Divided,
except for the obligations arising from the criminal case No 05913000055,
including damages, penalties and other claims along with legal costs, shall
transfer to the Recipient Company.
5.3 Following the completion of the division contemplated herein the Recipient
Company shall establish a branch in the Republic of Lithuania, hereinafter
referred to as the Lithuanian Branch. After establishment, all assets, rights and
obligations, including the rights and obligations arising from the contracts and
agreements signed by the Company Being Divided, as well as building permits,
activity licences and other certificates and registrations of the Lithuanian Branch
of the Company Being Divided named as "AS MERKO EHITUS FILIALAS
(registry code 300087307, location Laisves pr. 3, LT-C3150 Vilnius, Lithuania),
shall be transferred to the Lithuanian Branch. Until transfer of the assets of the
Company Being Divided by virtue of signing a relevant deed of acceptance and
receipt, the Recipient Company shall be held liable for the said assets, rights and
obligations.
5.4 In the course of the division, the Company Being Divided shall transfer to the
Recipient Company the Latvian Branch of the Company Being Divided named
AS MERKO EHITUS filiāle Latvijā (registry code 40003524128, location
Skanstes iela 13, LV-1013, Riga, Latvia), including all assets and obligations
related to the Latvian Branch of the Company Being Divided.
6
6. MISCELLANEOUS
6.1 The commercial pledges set out in clause 3.1.4 above shall be transferred from
the registry card of the Company Being Divided to the registry card of the
Recipient Company as follows:
- a first-rank commercial pledge in the sum of 40,000,000 (forty
million) EEK for the benefit of AS Hansapank;
- a second-rank commercial pledge in the sum of 40,000,000 (forty
million) EEK for the benefit of AS Hansapank;
- a third-rank commercial pledge in the sum of 10,000,000 (ten million)
EEK for the benefit of AS SEB Pank (former business name AS Eesti
Ühispank);
- a fourth-rank commercial pledge in the sum of 20,000,000 (twenty
million) EEK for the benefit of AS SEB Pank (former business name
AS Eesti Ühispank);
- a fifth-rank commercial pledge in the sum of 60,000,000 (sixty
million) EEK for the benefit of AS Hansapank; and
- a sixth-rank commercial pledge in the sum of 30,000,000 (thirty
million) EEK for the benefit of AS SEB Pank (former business name
AS Eesti Ühispank).
The commercial pledges specified in clause 3.1.4 of this division plan shall be
deleted from the registry card of the Company Being Divided.
6.2 The Company Being Divided and the Recipient Company have agreed to
transfer the assets, rights and obligations of the Company Being Divided
specified in this division plan to the Recipient Company pursuant to this
division plan. The real rights and notations encumbering the immovables listed
in Annex 4 to this notarial deed, which are to be transferred to the Recipient
Company, shall remain effective also with respect to the Recipient Company
and the Company Being Divided has no need to remove them.
7. ORIGINAL COUNTERPART OF THE NOTARIAL DEED AND ISSUE OF
FIRST TRANSCRIPT AND COPIES
7.1 This notarial deed has been made and signed in 1 (one) original counterpart,
which shall be maintained at the notary’s office.
7.2 First transcripts of the notarial deed shall be issued to the Company Being
Divided and the Recipient Company at the date of this notarial deed.
7.3 Certified copy of this notarial deed shall be submitted to a commercial register
and the Estonian Central Securities Depository.
7
8. TRANSACTION COSTS
8.1 The costs and expenses related to the making of this division plan shall be paid by
the Company Being Divided.
8.2 The Company Being Divided shall pay the notary fee at the notary’s office either
in cash or by a bank card or transfer the notary fee to the notary’s bank account
within 10 (ten) working days from the date of this division plan. The notary
public is entitled to withhold documents which have been submitted for the
purpose of making the notarial deed and which are subject to return until the
payment of the notary fees.
This notarial deed was read aloud to the parties in the presence of the notary, presented for
review, and was thereafter approved and personally signed by the parties in the
presence of
the notary. The parties waived the right to have the documents annexed to this notarial deed
read aloud to them. Those documents were presented to the parties for review and were
thereafter approved and signed in the presence of the attester to this notarial deed.
This document contains 17 pages, bound with a string and sealed with an embossing seal.
Notary fee: Notary fee EEK 84,000 (Notary Fees Act §18 (3), §22, §23 2); transaction value
EEK 100,000,000)
VAT EEK 15,120
Total: EEK 99,120
A fee for certification of first transcript and copies shall be added to the foregoing fees.
______________________________________________________________________
first name and surname in handwriting signature
Signature and stamp of the notary
8
ANNEX 1 TO NOTARIAL DEED
9. The notary public has explained to the parties that:
9.1. Pursuant to §440 (1) of the Commercial Code the rights and obligations shall arise
from a division agreement if the division agreement is approved by all companies
participating in the division. A division resolution shall be in writing.
9.2. Pursuant to §436 (1) and (2) of the Commercial Code the management boards of or
the partners entitled to represent the companies participating in a division shall prepare a
written report (division report) in which the division and division agreement shall be
explained and justified legally and economically. Upon distribution or separation
whereby shares are exchanged with the partners or shareholders of the Company Being
Divided, the share exchange ratio and the amount of additional payments, if additional
payments are to be made, shall be justified in the report. Difficulties relating to valuation
shall be referred to separately in the report. A division report need not be prepared upon
separation by an exchange of shares with the Company Being Divided, or if this is agreed
to by all the partners or shareholders of the companies participating in division.
9.3 Pursuant to §463 (4) of the Commercial Code at least one month before the general
meeting to decide on division, the management board shall submit a division agreement
to the registrar of the commercial register and shall publish a notice concerning entry into
the division agreement in the official publication Ametlikud Teadaanded. The notice shall
set out that the division agreement is available for examination in the registration
department and in a place designated by the management board.
9.4. Pursuant to §447 (1) of the Commercial Code the companies participating in a
division shall be solidarily liable for the obligations of the Company Being Divided
which arise before entry of the division in the commercial register of the seat of the
Company Being Divided. In relations between solidary debtors, only a person to whom
obligations are designated by the division agreement shall be an obligated person. A
company participating in a division to whom obligations are not designated by the
division agreement shall be liable for the obligations of the Company Being Divided if
the due date for their performance arrives within five years after entry of the division in
the commercial register of the seat of the Company Being Divided. (21) Immediately
after a division has been entered in the commercial register of the seat of the Company
Being Divided, the company participating in the division shall publish a division notice to
the creditors of the companies being divided in the publication Ametlikud Teadaanded,
informing them of the possibility to submit, within six months after the publication of the
notice, their claims in order to receive a security. (22) The company participating in
division must secure the claims of the creditors within six months after the publication of
the notice specified in subsection (21) of this section, if the creditors have no possibility to
demand satisfaction of the claims and they prove that the division may endanger the
fulfilment of the claims. (3) The members of the management board and supervisory
board, or the managing partners of a company participating in a division shall be
solidarily liable to the company, the partners or shareholders, and the creditors of the
9
company for any damage wrongfully caused by the division. (4) The limitation period
for a claim specified in section (3) of this article shall be five years from entry of the
division in the commercial register of the seat of the Company Being Divided.
9.5. Pursuant to §463 (1) of the Commercial Code, at least one month before the general
meeting to decide on a division, the management board shall present the following to the
shareholders for examination at the seat of the public limited company:
1) division agreement; 2) annual reports and management reports for the last three years
of the companies participating in the division; 3) division report; 4) auditor’s report. (2)
Copies of the documents specified in subsection (1) of this section shall be promptly
given to a shareholder on the demand of the shareholder. (3) If the last annual report of
the public limited company participating in a division is prepared earlier than six months
before conclusion of the division agreement, a balance sheet (interim balance sheet) as at
the last quarter shall be prepared pursuant to the requirements for an annual report and
shall be presented to the shareholders for examination. (4) At least one month before the
general meeting to decide on division, the management board shall submit a division
agreement to the registrar of the commercial register and shall publish a notice
concerning entry into the division agreement in the official publication Ametlikud
Teadaanded. The notice shall set out that the division agreement is available for
examination in the registration department and in a place designated by the management
board.
9.6. Pursuant to §443 of the Commercial Code the management board of or the partners
entitled to represent a company participating in a division shall submit a petition for entry
of the division in the commercial register of the seat of the company not earlier than one
month after approval of the division contract. The following shall be appended to the
petition: 1) notarised transcript of the division agreement; 2) division resolution; 3)
minutes of the meeting of shareholders, if the division resolution was adopted at a
meeting; 4) division authorisation, if required; 5) division report or consents for nonsubmission;
6) auditor’s report, if required, or consents for non-submission; 7) in the case
of division, the final balance sheet of the Company Being Divided, if the application is
submitted by the Company Being Divided. In a petition, the members of the management
board of or the partners entitled to represent the company shall confirm that the division
resolution is not contested, or that a corresponding petition has been denied. Pursuant to
§449 (5) of the Commercial Code the management board of or the partners entitled to
represent the Company Being Divided shall submit a petition for entry of the new
companies in the commercial registers of their seats and for entry of the division in the
commercial register of the seat of the Company Being Divided.
9.7. Pursuant to §446 (1) of the Commercial Code all assets of a Company Being Divided
or, upon separation, the separated assets, shall transfer to the recipient companies
pursuant to the distribution prescribed in the division agreement as of entry of the division
in the commercial register of the seat of the Company Being Divided. After entry of the
division in the commercial register of the seat of the Company Being Divided, entries
regarding the transfer of asse
ts shall be made in registers on the petitions of the recipient
companies.
9.8. Pursuant to §446 (4) of the Commercial Code the shares held by the shareholders of
the Company Being Divided shall be replaced with the shares of the Recipient Company.
10
The rights of third persons with regard to exchanged shares shall remain valid with
regard to the shares of the Recipient Company.
9.9 Upon adoption or execution of this division plan a need may arise for application of
foreign law, the purport and essence whereof the notary attesting hereto cannot and need
not explain.
11
ANNEX 2 TO NOTARIAL DEED
AKTSIASELTS MERKO EHITUS
ARTICLES OF ASSOCIATION
Business name and location
1. The business name of the public limited company [Est. aktsiaselts] (hereinafter the
Company) is Aktsiaselts MERKO EHITUS.
2. The domicile of the Company shall be Tallinn, Republic of Estonia.
Share capital and shares
3. The minimum capital of the Company is EEK 88,500,000 (eighty eight million five
hundred thousand) and maximum capital is EEK 354,000,000 (three hundred and fifty
four million). The amount of the share capital can be changed pursuant to the procedure
stipulated by law.
4. The Company has issued registered shares with a nominal value of EEK 10 (ten).
5. The holders of registered shares and the holders of registered shares to be issued in the
course of conversion of convertible bonds are not entitled to request that share certificates
be issued.
6. Contributions to the share capital may be both monetary as well as non-monetary. The
non-monetary contributions shall be valued by the management board of the Company or
by an expert appointed by the management board. The usual value of a thing or right
being the object of non-monetary contribution shall be taken as the basis for the valuation
of a non-monetary contribution. The valuation of a non-monetary contribution shall be
audited by an auditor, except if the non-monetary contribution consists of securities,
which are to be valued pursuant to a special procedure stipulated by the Commercial
Code.
7. Registered shares are freely transferable. Upon transfer of shares third parties have no
right of pre-emption.
8. Upon increase of share capital the shareholders have a preferential right to subscribe
for the new shares pro rata with the total nominal value of their shares, unless the law
prescribes otherwise.
9. A registered share may be pledged. A share encumbrance transaction shall be in
writing.
10. The Company may, upon resolution of the general meeting, issue bonds, the holders
of which are entitled to convert their bonds into shares.
12
11. Reserve capital shall be formed from annual net profit transfers and other transfers
entered in the reserve capital pursuant to law or the articles of association. The amount of
the reserve capital equals to one-tenth of the share capital. Each financial year, at least
one-twentieth of net profit shall be transferred to the legal reserve. If the reserve capital
reaches the amount prescribed in the articles of association, the net profit transfers to the
reserve capital shall be terminated.
12. Subject to the resolution of the general meeting, the reserve capital may be applied
towards covering loss, if this cannot be covered on account of the Company’s unrestricted
equity, as well as towards increase of share capital. Payments may not be made to
shareholders from reserve capital.
Shareholders and general meeting
13. The rights attaching to a share shall belong to the person who is entered as the
shareholder in the share register.
14. The shareholders have all the rights and obligations stipulated by law, other
legislation and the articles of association.
15. Shareholders shall exercise their rights in the Company at the general meeting of
shareholders. Each share in the Company shall grant its holder one vote at the general
meeting of shareholders. The general meeting of shareholders is the highest directing
body of the Company.
16. Payment of dividends to the shareholders shall be decided by the general meeting,
which shall determine the share of the net profit to be paid in dividends as well as the
procedure and terms for payment thereof.
17. An annual general meeting shall be held once a year. The management board shall
call an annual general meeting not later than within six months from the end of each
financial year.
18. The management board shall send the notice calling a general meeting by registered
or regular post, facsimile transmission or email to all shareholders holding registered
shares. The notice shall be sent to the address specified in the share register. If the number
of the Company’s shareholders exceeds the limit specified by law, notices need not be
sent to the shareholders; however a notice of the general meeting shall be published in at
least one national daily newspaper.
19. A notice of an annual general meeting shall be given at least three weeks in advance.
A notice of a special general meeting shall be given at least one week in advance.
20. General meetings shall be held at the seat of the Company.
21. The general meeting may adopt resolutions if over one-half of the votes represented
by shares are present.
13
22. If the votes specified in this article are not represented at the general meeting, the
management board shall, within three weeks but not earlier than in 7 days, call another
meeting with the same agenda. The new general meeting is competent to adopt
resolutions regardless of the votes represented at the meeting.
23. A resolution of a general meeting shall be adopted if over one-half of the votes
represented at the general meeting are in favour unless the law prescribes a greater
majority requirement.
24. A resolution on amendment of the articles of association is adopted by the general
meeting if at least two-thirds of the votes represented at the general meeting are in favour.
A resolution on amendment of the articles of association will enter into force as of the
making of a corresponding entry in the commercial register. The resolution of the general
meeting on amendment of the articles of association, the minutes of the general meeting
and the new text of the articles of association shall be appended to the petition submitted
to the commercial register.
Supervisory Board
25. The supervisory board shall plan the activities of the Company, organise the
management of the Company and supervise the activities of the management board. The
supervisory board shall notify the general meeting of the results of a review.
26. The supervisory board shall give orders to the management board for organisation of
the management of the Company. The consent of the supervisory board is required by the
management board for conclusion of transactions beyond ordinary course of business.
Consent of the supervisory board is required by the management board for conclusion of
transactions, which bring about:
26.1 Conclusion of a transaction, including signing of a contract or agreement
and placement of an offer, if the total value of the transaction or
simultaneous transactions exceeds 10,000,000 (ten million) euros, or
26.2 Assumption of a loan and signing of a leasing agreement in the sum
exceeding 1,000,000 (one million) euros, or
26.3 Granting of a loan, securing of a debt, acquisition of a claim and taking
over of a debt in the sum exceeding 200,000 (two hundred thousand) euros,
or
26.4 Making of investment, acquisition and disposal of fixed assets beyond the
annual budget, if the total value of the transaction or simultaneous
transactions exceeds 200,000 (two hundred thousand)
euros, or
26.5 Acquisition and transfer of an immovable or registered immovable, if
conclusion of such a transaction has not been prescribed by a business plan
14
or if the value of the transaction exceeds 200,000 (two hundred thousand)
euros, or
26.6 The acquisition, transfer or dissolution of a company; or
26.7 The foundation or closure of foreign branches;
27. The supervisory board shall approve the annual budget of the Company.
28. The supervisory board of the Company has 3 to 5 members. A member of the
supervisory board must be a natural person with active legal capacity. A member of the
supervisory board need not be a shareholder.
29. The members of the supervisory board shall be elected and removed by the general
meeting. In order to elect a member of the supervisory board, his or her written consent is
required.
30. The members of the supervisory board shall be elected for a term of three years.
31. The members of the supervisory board shall elect a chairman from among themselves,
who shall organise the activities of the supervisory board.
32. Meetings of the supervisory board shall be held when necessary but in any event not
less frequently than once in every three months. A meeting shall be called by the
chairman of the supervisory board or by a member of the supervisory board substituting
for the chairman. A notice of the supervisory board meeting and of the agenda of the
meeting shall be given to the members of the supervisory board at least 1 (one) day in
advance.
33. A meeting of the supervisory board has a quorum if more than half of the members of
the supervisory board are present. A member of the supervisory board may not be
represented by another member of the supervisory board or by a third person at a meeting
or in adoption of a resolution.
34. A meeting of the supervisory board shall be called if this is demanded by a member of
the supervisory board, the management board, an auditor or shareholders whose shares
represent at least one-tenth of the share capital.
35. A resolution of the supervisory board shall be adopted if more than one-half of the
members of the supervisory board who participate in the meeting vote in favour. The
chairman of the supervisory board shall have the deciding vote upon an equal division of
votes.
36. Each member of the supervisory board shall have one vote. A member of the
supervisory board may not abstain from voting or remain undecided.
15
37. The supervisory board is entitled to adopt resolutions without calling a meeting of
the supervisory board.
38. The chairman of the supervisory board shall send a draft resolution of the supervisory
board to all the members of the supervisory board and designate a term during which
every member shall give his or her opinion thereon. If a member of the supervisory board
does not give notice of whether the member is in favour of or opposed to the resolution
during this term, it shall be deemed that he or she votes against the resolution.
39. Remuneration corresponding to the tasks of a member of the supervisory board and to
the economic situation of the Company may be paid to a member of the supervisory
board for performance of his or her duties; the amount and procedure of such
remuneration shall be subject to a resolution of the general meeting.
Management board
40. The management board is a directing body of the Company, which represents and
directs the Company. The management board shall direct the Company in accordance
with the lawful orders of the supervisory board. The management board is required to act
in the most efficient and rational manner.
41. The management board of the Company has 3 to 6 members. The supervisory board
shall elect the chairman of the management board.
42. The members of the management board shall be elected and removed by the
supervisory board. In order to elect a member of the management board, his or her written
consent is required.
43. The members of the management board shall be elected for a term of three years. The
supervisory board may remove a member of the management board regardless of the
reason, but the rights and obligations arising from a contract concluded with him or her
will terminate pursuant to the contract.
44. Upon election of the members of the management board, the supervisory board shall
determine the responsibilities of the management board members.
45. The management board shall present an overview of the economic activities and
economic situation of the Company to the supervisory board at least once in every three
months and shall immediately give notice of any material deterioration in the economic
situation of the Company or any other material circumstances related to the economic
activities of the Company.
46. The management board shall organise the accounting of the Company.
47. The meetings of the management board shall be called by the chairman of the
management board. A meeting of the management board is competent to adopt
resolutions, if more than a half of the members of the management board are present. The
16
resolutions shall be adopted by simple majority of votes. The chairman of the
supervisory board shall have the deciding vote upon an equal division of votes. Minutes
shall be taken of the meetings of the management board.
48. Subject to a unanimous vote of the management board, the management board may
adopt resolutions without calling a meeting by way of a telephone inquiry. The chairman
of the supervisory board shall draw up a record of the inquiry, which shall be approved at
the next meeting of the management board.
Reporting and distribution of profits
49. After the end of each financial year, the management board shall prepare the financial
statements and management report pursuant to the procedure provided for in the
Accounting Act.
50. The supervisory board shall review the annual report and prepare a written report
concerning the annual report, which shall be presented to the general meeting. The
supervisory board shall indicate in the report whether it approves of the annual report
prepared by the management board. In addition, the report shall indicate how the
supervisory board has organised and directed the activities of the Company.
51. A resolution on distribution of profit shall be adopted by the general meeting on the
basis of the approved financial statements.
Merger, division, transformation and dissolution
52. According to the law, the merger, division and transformation of the Company shall
be decided to the general meeting.
53. The Company shall be dissolved pursuant to the procedure prescribed by law. The
members of the management board shall act as the liquidators of the Company, unless the
dissolution resolution provides otherwise.
17
ANNEX 3 TO NOTARIAL DEED
ASSETS AND LIABILITIES RETAINED BY THE COMPANY BEING DIVIDED
The Company Being Divided shall retain the following assets and liabilities:
Immovables:
New
immovable
No
Cadastral
reference
Address
152502 19801:002:0962 Harku municipality, Tiskre Village, Kallaste II
13290401 78403:315:2670 Tallinn, Valukoja Str 26
13290501 78403:315:2680 Tallinn, Valukoja Str 24
13291001 78403:315:2730 Tallinn, Valukoja Str 35
18460801 78407:701:0177 Tallinn, Tendre Str 55
The book value of the aforementioned immovables, hereinafter referred to as the
Immovables, as of 31 March 2008 totalled 36,957,763 (thirty six million nine hundred and
fifty seven thousand seven hundred and sixty three) EEK.
The Recipient Company and the Company Being Divided have the following option rights in
relation to the Immovables:
- The Company Being
Divided has the right to sell to the Recipient Company all or any of
the Immovables, hereinafter the Put Option, by notifying the Recipient Company of its
wish to exercise the Put Option at least 30 (thirty) days in advance;
- The Recipient Company is at any time entitled to buy from the Company Being Divided
all or any of the Immovable, hereinafter referred to as the Call Option, by notifying the
Company Being Divided of its wish to exercise the Call Option at least 30 (thirty) days
in advance;
- The exercise prices of the Put and Call Options are the following:
New Immovable No Option price per immovable (in EEK)
152502 9,500,000
13290401 21,000,000
13290501 28,000,000
13291001 4,500,000
18460801 37,000,000
Total exercise price of options (in EEK): 100,000,000
18
Claims:
Claims against the Recipient Company amount to 7,989,000 (seven million nine hundred and
eighty nine thousand) euros. The Recipient Company has the following obligation
outstanding to the Company Being Divided:
- The amount of loan 7,989,000 (seven million nine hundred and eighty nine thousand)
euros;
- The loan is unsecured;
- Interest for the first 12 (twelve) months has been fixed at 6 (six) %; henceforth the
interest rate is 12 (twelve) months’ EURIBOR + 1 (one) %;
- The lender (Company Being Divided) is entitled to declare the loan principal or any
portion thereof rounded to 500,000 (five hundred thousand) euros integer along with
the interest accumulated thereon immediately due and repayable at least at 30 (thirty)
days’ advance notice.
Cash:
Cash in the sum of 25,000,000 (twenty five million) EEK.
Liabilities:
Liabilities related to the criminal case No 05913000055, including the provision reported on
the balance sheet of the Company Being Divided in the sum of 17,500,000 (seventeen million
five hundred thousand) EEK in connection with the estimated legal costs and off-balance
sheet contingent liabilities, including the maximum contingent penalty of 250,000,000 (two
hundred and fifty thousand million) EEK.
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