ARTICLES OF ASSOCIATION
I
BUSINESS NAME, SEAT AND FIELD OF
OPERATION OF COMPANY
1.1 The
business name of the Company is OÜ Firma.
1.2 The
seat of the Company shall be in
1.3 The
areas of operation of the Company shall be:
1.3.1 transactions with real estate, real estate development, management
and brokerage;
1.3.2 retail sale, wholesale and brokerage of food and industrial
commodites;
1.3.3 business and economic consultations.
1.4 The
financial year of the Company shall be from 1 January to 31 December.
2.1 The
minimum amount of the share capital shall be forty thousand (40,000) kroons
which may be increased up to one hundred and sixty thousand (160,000) kroons.
2.2 Shares
may be paid for by monetary and non-monetary contributions. Monetary
contributions shall be paid into the bank account of the Company. The usual
value of a thing or right shall be taken as the basis for the valuation of a
non-monetary contribution. Members of the management board shall perform the
valuation. An auditor shall audit the valuation of non-monetary contributions
in cases prescribed by law. An agreement on the object of the contribution or
on the transfer of a right shall be concluded with the Company for the purpose
of making a non-monetary contribution.
2.3
To cover for losses and increase the
share capital, the Company shall form a reserve capital which shall be at least
one-tenth (1/10) of the share capital. During each year, one-twentieth (1/20)
of the net profit shall be entered in reserve capital until the said amount is
reached.
III TRANSFER OF SHARES
3.1 A shareholder
may freely transfer his share to another shareholder. A notary shall attest the
agreement for the transfer of a share.
3.2
Upon transfer of a share to a third person, the other
shareholders have the right of first refusal for one (1) month after
presentation of the transfer agreement. The seller shall present the contract
of sale to the management board of the Company who shall promptly notify the
other shareholders about the conclusion of the contract of sale. Within three
(3) days after the receipt of the transfer notice, the management board shall
enter the new shareholder in the shareholders register and delete the previous
owner or add the transferred share to the share of the shareholder who
exercised his right of pre-emption. The share shall be deemed transferred in
respect of the Company as from the amendment of the shareholders register.
3.3
A share or a part of a share may be pledged or
encumbered with a usufruct upon a resolution of shareholders if at least
two-thirds (2/3) of the votes of the shareholders participating in the meeting
are in favour. A notary shall attest the transaction encumbering the share..
IV MANAGEMENT
4.1 The
Company shall be directed by a management board composed of between one
(1) and six (6) members.
4.2 The
management board shall direct the Company with due diligence and shall
thoroughly inform the shareholders, upon presentation of the annual accounts,
about the economic situation of the Company.
4.3 The
rights and obligations of the members of management board shall be specified in
the contracts concluded with them. The contracts shall be concluded, amended
and terminated by shareholders.
4.4 Every
member of the management board may represent the Company in all legally binding
acts.
5.1 Shareholders
shall adopt resolutions at the meeting of shareholders or without calling the
meeting.
5.2 The
meeting of shareholders shall be held at least once (1) a year during the first
six (6) months of the financial year.
5.3 The
meeting of shareholders shall be called by the management board who shall send
a notice calling the meeting to all the shareholders at least one week before
the meeting, enclosing the agenda of the meeting. The notices shall be sent to
the addresses entered in the shareholders register.
5.4 A
meeting of shareholders is competent to adopt resolutions if more than one-half
of the votes represented by shares are present. If the meeting of shareholders
has no quorum, the management board shall call, within one (1) week but not
less than after two (2) days, a new meeting with the same agenda. The new
meeting shall be competent to adopt resolution irrespective of the quorum.
5.5 Voting
shall occur in proportion to the amount of shares of a shareholder. Each one
hundred (100) kroons of a share shall grant one vote.
5.6 A
resolution of shareholders may be contested within three (3) months of the
adoption thereof at a court of the seat of the Company.
5.7 A
resolution of shareholders shall be adopted if more than one-half of the votes
represented at the meeting of shareholders are in favour. Resolutions amending
the Articles of Association or terminating the activities of the Company is
adopted if at least two-thirds (2/3) of the votes represented at the meeting
are in favour.
6.1 After
the end of the financial year, the management board shall prepare the annual
accounts (balance sheet, income statement, notes to annual accounts) and
activity report by the term and according to the procedure provided by law, and
present them to the shareholders for approval.
6.2 If,
under the Accounting Act, the annual accounts are subject to auditing, the
annual accounts and activity report shall be presented to an auditor so that
the shareholders can approve the audited accounts before the elapse of the
deadline provided for by law.
6.3 Annual
accounts must be prepared on the basis of the Accounting Act and generally
accepted accounting principles.
7.1 Shareholders
shall participate in distribution of profits and coverage for losses in
proportion to the nominal values of their shares. By their unanimous
resolution, the shareholders may prescribe otherwise.
7.2 The
treasury shares of the Company shall not be taken into account for the purpose
of profit distribution.
7.3 Shareholders
shall be entitled to net profit unless the distribution of the profit amongst
the shareholders is excluded under law or a resolution adopted at the meeting
of shareholders.
8.1 The
Company shall be liquidated, merged, divided or transformed according to the
procedure provided for by law. The Company shall be liquidated by members of
management board (chairman).
8.2 The
notices of the Company shall be published in a daily with national circulation.
8.3 The
Articles of Association of the Company were approved by the foundation
resolution of 01.01.2002.
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