Järvevana
Notice to convene extr.general meeting

Notice on calling an extraordinary general meeting of the shareholders of AS Järvevana

Tallinn, Estonia, 2014-09-25 15:00 CEST --

The management board of AS Järvevana (registry code 10068022, seated at Järvevana tee 9G, 11314 Tallinn) hereby calls an extraordinary general meeting of the shareholders of AS Järvevana at the request of its shareholder AS Riverito to be held on Thursday, 30 October 2014 at 15.00 at the Vega conference hall of Nordic Hotel Forum (Viru square 3, Tallinn).

The list of shareholders entitled to take part in the general meeting will be determined as at 23.59 on 23 October 2014. Registration for the general meeting will start at 14.30 on 30 October 2014.

The agenda of the general meeting:

1.            Approval of takeover of shares

To approve the takeover by AS Riverito of the shares in AS Järvevana held by the remaining shareholders pursuant to § 182-1 of the Securities Market Act for compensation in the amount of 0.84 euros per share (on the condition that the share is not encumbered by pledge or other third party rights).

Organisational issues

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

• shareholders being natural persons are requested to submit a passport or identity card; their representatives are requested to submit additionally proper powers of attorney;
• representatives of shareholders being legal entities are requested to submit an extract from a relevant (commercial) register, with whom the legal entity has been registered, which sets out a person’s right to represent the shareholder (at law) along with the person’s passport or identity card; other representatives must also submit a proper power of attorney (authority granted by transaction) along with a passport or identity card of the representative. You are kindly asked to legalise the registration documents of a legal person registered in a foreign country (with the exception of an unattested power of attorney) 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 the general meeting also if all the required information on the legal person and representative concerned is given in a notarised power of attorney issued to the representative in a foreign country, and the power of attorney is acceptable in Estonia.

The shareholder may notify AS Järvevana of appointing a representative and having withdrawn a power of attorney before the general meeting by supplying a digitally signed power of attorney and other required documents by e-mail to the following address: jarvevana@merko.ee or delivering a written and signed power of attorney and other required documents to the office of AS Järvevana at Pärnu mnt 141, Delta Plaza 8^th floor, Tallinn (on working days from 10.00 to 16.00) by 16.00 on 29 October 2014 at the latest, using the forms enclosed to the notice on convening an extraordinary general meeting of the shareholders of AS Järvevana at http://www.nasdaqomxbaltic.com. It is not possible to vote electronically or by mail at the general meeting.

A draft resolution of the extraordinary general meeting, the annual reports of AS Järvevana for 2011, 2012 and 2013, the takeover report and the sworn auditor’s report are available for inspection at http://www.jarvevana.ee or at the website of NASDAQ OMX Tallinn Stock Exchange at http://www.nasdaqomxbaltic.com.

A shareholder has the right to receive information on the activities of AS Järvevana from the management board at the general meeting. The management board may refuse to give information if there is a basis to presume that this may cause significant damage to the interests of the public limited company. If the management board of AS Järvevana refuses to give information, the shareholder may demand that the general meeting decide on the legality of the shareholder’s request or may file, within two weeks after the general meeting, a petition with a court by way of proceedings on petition in order to obligate the management board to give information.

Shareholders holding shares which represent at least 1/20 of the share capital of AS Järvevana may submit a draft resolution on each item on the agenda to the public limited company not later than 3 days prior to the general meeting, that is by 27 October 2014 at the latest, submitting it in writing to the following address: AS Järvevana, Pärnu mnt 141, Delta Plaza 8^th floor, 11314 Tallinn.

Toomas Annus
Member of the management board
680 5400
toomas.annus@merko.ee