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Notice of special general meeting of the shareholders of AS Eesti Gaas

Dear Shareholder of AS Eesti Gaas

The Management Board of Aktsiaselts Eesti Gaas, registry code 10178905, address Liivalaia 9, Tallinn (hereinafter: the “Company”) is hereby calling a special general meeting of the Company’s shareholders pursuant to the Commercial Code (CC) §3631(3) that will take place on 31 October 2016 starting from 12:00 at the Conference Centre of Tallink City Hotel (A. Laikmaa 5, Tallinn 10145).

The set of shareholders entitled to take part in the general meeting will be determined as at 24 October 2016, 23:59. Registration of the participants in the general meeting begins on 31 October 2016, at 11:00, and ends at 11:50 at the place of the meeting.

Pursuant to CC §297(4), a shareholder in person or a representative of a shareholder, the availability of whose right of representation must be certified by a written document, may participate in the general meeting. The participation of a representative will not deprive the shareholder of the right to participate in the general meeting. Authorised representatives are required to present the originals of the documents certifying their right of representation. We also ask all the shareholders and/or their representatives to present an identity document.

The agenda of the general meeting, approved by the Company’s Supervisory Board, is as follows:

Agenda Item 1. Takeover of Shares Owned by Minority Shareholders for Monetary Compensation

Takeover of the Company’s shares that are owned by the Company’s other shareholders (“Minority Shareholders”) by the Company’s majority shareholder Trilini Energy OÜ (registry code 12817232, location and address Sadama 5/7, Tallinn, Harju maakond, 10111) for monetary compensation pursuant to CC §3631 and §3637 shall be approved and carried out under the below conditions:

  1. The amount of compensation to be paid to the Minority Shareholders is €66.90 (sixty-six euros and ninety cents) for each A-share with the nominal value of €10 to be taken over (ISIN EE3100030594) and €0.669 (sixty-six point nine cents) for each B-share with the nominal value of €0.1 to be taken over (ISIN EE3100001462). The compensation is awarded on condition that the shares to be taken over are not encumbered with a pledge or another third party right;
  2. Transfer of the shares to be taken over to Trilini Energy OÜ and payment of compensation to the Minority Shareholders will be organised by the keeper of the Estonian Central Register of Securities based on an application from the Company’s Management Board, which can be submitted within one month of passing the resolution on the takeover of shares. Compensation will be paid to the Minority Shareholders at the same time the shares to be taken over are transferred to Trilini Energy OÜ.

The Company’s Supervisory Board has made a proposal to the shareholders to approve the takeover of the shares that are owned by the Minority Shareholders under the above conditions.

All the documents relating to the Company’s special general meeting, including the draft resolution, the Company’s annual reports for the last three years (2013, 2014 and 2015), the takeover report and the report of the auditor who audited it, are available for examination from the time of publication of this notice until the day of the general meeting on business days from 10:00 to 12:00 at the location of AS Eesti Gaas at Liivalaia 9, Tallinn. Please give prior notice about your desire to examine the documents and ask any questions about the general meeting using the email address urmas.kuusik@gaas.ee.

A shareholder has the right to receive information about the Company’s operation from the Management Board at the general meeting. If the Company’s Management Board refuses to give information, the shareholder may demand that the general meeting decide on the legality of the shareholder’s request or file, within two weeks after the general meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to give information.

Management Board of AS Eesti Gaas

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