PRF: Resolutions of the annual General Meeting of shareholders of AS Premia Foods

Premia Foods 

29.05.2012 11:17
---------------------------------------------------------------------------

Tallinn, Estonia, 2012-05-29 11:17 CEST (GLOBE NEWSWIRE) -- 

The annual General Meeting of shareholders of AS Premia Foods (registry code
11560713, address Betooni 4, 11415 Tallinn, Republic of Estonia; hereinafter
the Company) was held today, on 29 May 2012, starting at 11.00 A.M. in the
conference hall 'Epsilon' in the hotel 'Radisson Blu Hotel Olümpia' (address
Liivalaia 33, Tallinn). 

The annual General Meeting started at 11.00 A.M. and ended at 11.50 A.M.
Altogether 29 shareholders whose shares represent 32,179,908 votes,
representing 83,19% of the share capital, participated at the annual General
Meeting. Therefore the annual General Meeting was eligible to adopt resolutions
in respect of the items on the agenda of the annual General Meeting. 

The agenda of the annual General Meeting was the following:

  1. Approving the annual report for 2011; 
  2. Deciding on distribution of profit;
  3. Electing a new member to the Supervisory Board;
  4. Amending the Articles of Association;
  5. Decreasing the share capital of the Company;
  6. Appointing the auditor for financial year of 2012 and determining the
     auditor's remuneration;
  7. Approving the amendments to the terms and conditions of the stock options
     granted to the members of Supervisory Board
;
  8. Remunerating the members of Supervisory Board.

The following resolutions were passed at the annual General Meeting:

  1. Approving the annual report for 2011

The annual General Meeting resolved to approve the annual report of the Company
for 2011 in the form submitted to the annual General Meeting. 

Tabulation of votes:



In favour:               32,179,607 votes                   100% of the votes
represented at the annual General Meeting 

Against:                 0 votes                                  0% of the
votes represented at the annual General Meeting 

Impartial:               300 votes                               0% of the
votes represented at the annual General Meeting 

Did not vote:        1 votes                                    0% of the votes
represented at the annual General Meeting 

Invalid:                  0 votes                                  0% of the
votes represented at the annual General Meeting 



  1. Deciding on distribution of profit

The amount of retained earnings of the Company as at 31 December 2011 is
890,000 euro. 

The annual General Meeting resolved to pay dividends on the account of retained
earnings accrued until 31.12.2011 in the amount of 387,000 euro, i.e. 0.01 euro
per share and to transfer 5% of the Company's net profit for the period, i.e.
6,500 euro into mandatory reserve capital. The list of shareholders entitled to
receive dividends will be determined as of 12 June 2012 at 23.59 and the date
of payment of dividends will be on 15 June 2012 at the latest. 



Tabulation of votes:



In favour:               32,179,908 votes                   100% of the votes
represented at the annual General Meeting 

Against:                 0 votes                                  0% of the
votes represented at the annual General Meeting 

Impartial:               0 votes                                   0% of the
votes represented at the annual General Meeting 

Did not vote:        0 votes                                     0% of the
votes represented at the annual General Meeting 

Invalid:                  0 votes                                   0% of the
votes represented at the annual General Meeting 



  1. Electing a new member to the Supervisory Board

The annual General Meeting resolved to elect Arko Kadajane (personal
identification code 38103286010, place of residence Tallinn) as the additional
member of the Supervisory Board of the Company. 



Tabulation of votes:



In favour:               32,175,907 votes                   99.99% of the votes
represented at the annual General Meeting 

Against:                 0 votes                                   0% of the
votes represented at the annual General Meeting 

Impartial:               4001 votes                             0.01% of the
votes represented at the annual General Meeting 

Did not vote:        0 votes                                   0% of the votes
represented at the annual General Meeting 

Invalid:                  0 votes                                   0% of the
votes represented at the annual General Meeting 



  1. Amending the Articles of Association

The annual General Meeting resolved to amend the Articles of Association of the
Company and to approve the Articles of Association of the Company in a new
version as presented to the shareholders before the meeting. 



Tabulation of votes:



In favour:               32,175,608 votes                   99.99% of the votes
represented at the annual General Meeting 

Against:                 0 votes                                   0% of the
votes represented at the annual General Meeting 

Impartial:               4,300 votes                            0.01% of the
votes represented at the annual General Meeting 

Did not vote:        0 votes                                   0% of the votes
represented at the annual General Meeting 

Invalid:                  0 votes                                   0% of the
votes represented at the annual General Meeting 



  1. Decreasing the share capital of the Company



The annual General Meeting resolved to decrease the share capital of the
Company by decreasing the nominal value of a share by 0.10 euro (10 cents), as
a result of which the new nominal value of a share shall be 0.50 euro (50
cents). The share capital of the Company is decreased in total by 3,868,286
euro, as a result of which the new amount of share capital is 19,341,430 euro.
The reason for decreasing the share capital is the adjustment of the capital
structure of the Company. The decrease of share capital of the Company enables
to balance the financial leverage of the Company and to bring equity returns
and ratios of the Company to more adequate level. The list of shareholders
participating in the share capital decrease will be determined as of 29 August
2012 at 23.59 and the amount of payments made to the shareholders upon decrease
of share capital is 0.10 euro (10 cents) per share. 



Tabulation of votes:



In favour:               32,179,908 votes                   100% of the votes
represented at the annual General Meeting 

Against:                 0 votes                                   0% of the
votes represented at the annual General Meeting 

Impartial:               0 votes                                   0% of the
votes represented at the annual General Meeting 

Did not vote:        0 votes                                   0% of the votes
represented at the annual General Meeting 

Invalid:                  0 votes                                   0% of the
votes represented at the annual General Meeting 



  1. Appointing the auditor for financial year of 2012 and determining the
     auditor's remuneration



The annual General Meeting resolved to appoint AS PricewaterhouseCoopers
(registry code 10142876) as the auditor of the Company for the financial year
2012 and to determine the remuneration of the auditor pursuant to the agreement
to be executed with the auditor. 



Tabulation of votes:



In favour:               32,176,428 votes                   99.99% of the votes
represented at the annual General Meeting 

Against:                 0 votes                                   0% of the
votes represented at the annual General Meeting 

Impartial:               3,480 votes                            0.01% of the
votes represented at the annual General Meeting 

Did not vote:        0 votes                                   0% of the votes
represented at the annual General Meeting 

Invalid:                  0 votes                                   0% of the
votes represented at the annual General Meeting 



  1. Approving the amendments to the terms and conditions of the stock options
     granted to the members of Supervisory Board



The annual General Meeting of 2011 held on 31 May 2011 decided to approve the
terms and conditions of stock options granted to the members of Supervisory
Board. 

The annual General Meeting resolved to approve the amendment to the terms and
conditions of the stock options granted to the members of the Supervisory Board
according to which the share price applicable in respect of exercising the
stock options granted to the members of the Supervisory Board shall be 0.83
euro per share. 



Tabulation of votes:



In favour:               32,179,808 votes                   100% of the votes
represented at the annual General Meeting 

Against:                 100 votes                               0% of the
votes represented at the annual General Meeting 

Impartial:               0 votes                                   0% of the
votes represented at the annual General Meeting 

Did not vote:        0 votes                                   0% of the votes
represented at the annual General Meeting 

Invalid:                  0 votes                                   0% of the
votes represented at the annual General Meeting 



  1. Remunerating the members of Supervisory Board



The annual General Meeting resolved to amend the terms of remunerating the
members of the Supervisory Board as resolved by the General Meeting on 31 May
2011 and to approve the remunerating of the members of the Supervisory Board as
follows: (i) Chairman of the Supervisory Board shall be remunerated in the
gross amount of 1,000 euro per one calendar month; (ii) Vice-Chairman of the
Supervisory Board shall be remunerated in the gross amount of 750 euro per
calendar month; (iii) the non-resident members of the Supervisory Board shall
be remunerated in the gross amount of 500 euro per one meeting attended in
Estonia, whereas the Management Board shall be entitled to determine the
procedure for paying the remuneration (whether to cover travelling and
accommodation costs of the respective member of the Supervisory Board or to pay
the amount as allowance). 



Tabulation of votes:



In favour:               32,155,748 votes                   99.92% of the votes
represented at the annual General Meeting 

Against:                 400 votes                               0% of the
votes represented at the annual General Meeting 

Impartial:               23,760 votes                          0.07% of the
votes represented at the annual General Meeting 

Did not vote:        0 votes                                   0% of the votes
represented at the annual General Meeting 

Invalid:                  0 votes                                   0% of the
votes represented at the annual General Meeting 





The resolutions were adopted at the annual General Meeting following the
procedure for passing of resolutions set forth in laws and in the Articles of
Association of AS Premia Foods. 


         Additional information:
         Kuldar Leis
         Premia Foods
         Chairman of the Management Board
         T: 6 033 800
         kuldar.leis@premia.ee
         www.premiafoods.eu
News Source: NASDAQ OMX



29.05.2012 Dissemination of a Corporate News, transmitted by DGAP - 
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------------
 
Language:     English
Company:      Premia Foods
              
               
              Estonia
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         EE3100101031
WKN:          
 
End of Announcement                             DGAP News-Service
 
---------------------------------------------------------------------------