Articles of Association

GOOGLE translation:

 

Chapter 1. General information

1.1 The business name of the private limited company is Company Estonia OÜ.

1.2 The seat of the private limited company is Harju County, Tallinn.

1.3 The share capital of the private limited company is EUR 2,508.

1.4 The financial year of the private company is 01.01 – 31.12.

1.5 When increasing the share capital, the shares of a private company are paid for only with financial contributions.

 

Chapter 2. Part, shareholder and reserve capital

2.1 A shareholder of a private limited company is paid his profit share (dividend) in proportion to the nominal value of his share.

2.2 When transferring a share of a private limited company: other shareholders have the right of first refusal if the share is transferred to a third party.

2.3 A part of a private company may be pledged.

2.4 In case of partial transfer of a share of a private limited company: other shareholders have the right of first refusal if the share is transferred to a third party.

2.5 The private company has a reserve capital and its amount is 10% of the amount of the share capital.

2.6 Upon liquidation of a private limited company, the remaining assets are distributed among the shareholders only as cash payments.

2.7 No special rights have been assigned to a part or a shareholder of a private limited company.

 

Chapter 3. Management of a private company

3.1 At a meeting of shareholders of a private limited company, as well as when deciding without a meeting, each part of a limited company gives one cent for one vote.

3.2 The meeting of shareholders is competent to adopt decisions if at least 51% of the votes represented by shares are present.

3.3 The decision of the shareholders is adopted if 51% of the votes of those present at the shareholders’ meeting or, in the case of a decision without a meeting, 51% of all votes are cast, and the law or articles of association do not provide otherwise.

3.4 A decision to amend the articles of association of a private company, a decision specified in § 192 (1) and § 197 (1) of the Commercial Code, a decision to terminate a private company, a decision to continue operations of a closed private company, a decision to merge or divide companies or a decision to reorganize a private company is: adopted in the manner specified in § 174 (2) of the Commercial Code , if at least 2/3 of the shareholders’ votes are cast in favor of it.

3.5 The prerogative of shareholders to subscribe for shares can be excluded by a decision that is: adopted in the manner specified in § 174 subsection 2 of the Commercial Code, if at least 3/4 of the shareholders’ votes are cast in favor of it.

3.6 The board of the private company is elected for an indefinite period, and the number of board members is 1-5.

3.7 The board of a private limited company does not have the right to increase the share capital.

3.8 In liquidation of a private company, the liquidators are members of the management board, unless otherwise determined by the decision of the shareholders or a court decision.

3.9 The private company does not have a council.

3.10 The private company does not have an auditor, unless the requirement to have an auditor arises from the law.

3.11 For conditional share capital increase: convertible bonds may be issued.

 

Confirmed 01.06.2023

Paap Suurmaa /digital signature/