1. The business name and registered office of the Company
1.1. The business name of the public limited company is Riigi Kinnisvara Aktsiaselts (hereinafter Company).
1.2. The registered office of the Company is in Tallinn, Republic of Estonia.
2. Legal status of Company
2.1. A public limited company is a company which has share capital divided into public limited company shares. The activities of the Company are guided by the Commercial Code, other legislation, Good Corporate Governance and these Articles of Association.
3. Objective and principal activity of the Company
3.1. The main objective of the Company is the provision of real estate services to the state as the sole shareholder and advising the state on real estate-related issues.
3.2. The principal activities (areas of activity) of the Company are:
3.2.1. real estate management and maintenance;
3.2.2. real estate development and real estate investments (incl. renovations);
3.2.3. purchase, sale and leasing of real estate;
3.2.4. construction management and owner's supervision.
4. Share capital and shares
4.1. The minimum capital of the Company is one hundred million (100,000,000) euros and the maximum capital is three hundred million (300,000,000) euros.
4.2. The share capital is divided into registered shares each with a nominal value of one hundred (100) euros. Each share shall grant one (1) vote to a shareholder at the General Meeting.
4.3. The registrar of the Estonian Central Register of Securities shall maintain the share register.
4.4. The shares shall be freely transferable.
5. Increase and reduction of share capital
5.1. Increase and reduction of the share capital shall be carried out pursuant to the procedure provided by law.
6. Payment for shares
6.1. Shares may be paid for both by monetary and non-monetary contributions.
6.2. Monetary contributions must be paid to the bank account of the Company.
6.3. A non-monetary contribution may be any thing which is monetarily appraisable and transferable to the Company or a proprietary right which may be the object of a claim as provided in a resolution of the General Meeting of the Company's shareholders. The Management Board shall arrange the evaluation of non-monetary contributions by involving specialist if possible and expedient. The valuation of contributions shall be audited by an auditor.
6.4. Upon a delay of a payment for a share, the shareholder shall pay a fine for delay in the amount of 0.1% per each delayed day.
7. Management of Company
7.1. Managing bodies of Company
The managing bodies of the Company are:
1) the General Meeting of shareholders (hereinafter the General Meeting);
(2) the Management Board;
3) the Supervisory Board.
7.2. General Meeting
7.2.1. The General Meeting is the highest managing body of the Company.
7.2.2. General Meetings may be annual or special. The annual General Meeting is held annually within four (4) months from the end of the financial year of the Company. The time and place of holding the annual General Meeting shall be determined by the Management Board. The special General Meeting shall be held in cases provided by law.
7.2.3. The calling of the General Meeting shall be decided and organised by the Management Board in conformity with the requirements of law. The agenda of the General Meeting is approved by the Supervisory Board.
7.2.4. The General Meeting is competent to resolve matters specified in subsection 298 (1) of the Commercial Code and other matters specified by law. The General Meeting may adopt resolutions on other matters at the request of the Management Board or Supervisory Board.
7.2.5. The General Meeting shall establish the work procedure of the Supervisory Board.
7.2.6. The resolutions adopted by the General Meeting shall be published on the Company's website within five (5) working days after adopting the resolutions, taking account of provisions provided for in laws, incl. the confidentiality of the Company's business secrets.
7.3. Management Board
7.3.1. The Management Board is a managing body of the Company which manages and represents the Company. The Management Board has the rights and obligations provided by legislation.
7.3.2. The Management Board comprises one to five (1-5) members. Rights and obligations arising from contracts entered into with a Management Board member terminate pursuant to the contracts.
7.3.3. If the Management Board comprises more than two (2) members, the Supervisory Board shall appoint the Chairman of the Management Board from among the members of the Management Board. In the absence of the Chairman of the Management Board, the Management Board member appointed by him or her shall perform the duties of the Chairman.
7.3.4. The person authorised by the Supervisory Board shall conclude contracts with Management Board members. The contract determines the rights and obligations of Management Board members and the procedure for payment as well as other facts important for the management of the Company and for representing the Company.
7.3.5. A Management Board member may not participate in voting if the decision involves entry into a transaction with the member or with a person related to the member or a person with an equal economic interest or commencement or termination of a court action by the Company.
7.3.6. Remuneration of Management Board members:
184.108.40.206. remuneration may be paid to a Management Board member only on the basis of a management board member contract entered into with the member. If a Management Board member also performs other duties necessary for the Company in addition to the tasks of a Management Board member of the Company, remuneration may be paid for these duties only if this is provided for in the management board member contract;
220.127.116.11. a Management Board member may be paid additional remuneration on the basis of their job performance. The amount of the additional remuneration must be reasoned, the fulfilment of the objectives set for the Company and the added value and market position created by the Company must also be taken into consideration. The total amount of additional remuneration paid during the course of the financial year may not exceed four months' average remuneration paid to the Management Board member in the preceding financial year;
18.104.22.168. a Management Board member may only be paid severance pay in the event of removal of the member on the initiative of the Supervisory Board and before the expiry of the term of authority of the member. Severance pay may be paid to a Management Board member in the amount of up to three (3) months' current remuneration at the time of the removal.
7.3.7. The membership of the Management Board and changes made therein are published on the Company's website within five (5) working days after adopting the resolution.
7.4. Supervisory Board
7.4.1. The Supervisory Board plans the activities of the Company, organises the Company's management and supervises the activities of the Management Board. The Supervisory Board has the rights and obligations provided in legislation unless otherwise provided by these Articles of Association.
7.4.2. The Supervisory Board comprises five to seven (5-7) members. The specific number of the Supervisory Board members shall be determined by the General Meeting. The General Meeting shall proceed from the size and economic situation of the company and the need to ensure the efficient performance of the duties of the Supervisory Board. Supervisory Board members are appointed by the Genera Meeting pursuant to the procedure provided by law for up to three (3) years.
7.4.3. The Supervisory Board members shall elect from among themselves the Chairman of the Supervisory Board who shall organise the activities of the Supervisory Board.
7.4.4. The Supervisory Board shall adopt resolutions on the organisation of the management and activities and planning of the work of the Company in the cases provided by legislation or upon a request from the Management Board.
7.4.5. Supervisory Board meetings are held according to necessity, but not less frequently than once every three months. The Supervisory Board meetings are called pursuant to the procedure provided by legislation. The Chairman of the Supervisory Board shall submit the agenda of the Supervisory Board meeting to the shareholder and the Minister of Finance at least three working days before holding the meeting.
7.4.6. A meeting of the Supervisory Board has a quorum if more than one-half of the Supervisory Board members attend the meeting. Resolutions of the Supervisory Board are adopted by simple majority of votes. When voting, in case of equal division of votes of Supervisory Board members, the Chairman of the Supervisory Board has the deciding vote. Management Board members have the right to participate in the Supervisory Board meetings without the right to vote.
7.4.7. The Supervisory Board may adopt resolutions without calling a meeting if all the Supervisory Board members consent thereto. Such a procedure for adopting resolutions may be specified in the work procedure of the Supervisory Board established by the General Meeting. Upon adopting a resolution of the Supervisory Board without calling a meeting, the Chairman of the Supervisory Board shall submit a draft of the resolution of the Supervisory Board to the shareholder at the same time as the Chairman also sends it out to the Supervisory Board members and the record of voting or voting results within five working days after the vote.
7.4.8. Minutes are taken of a meeting of the Supervisory Board. All those present at the meeting or the Supervisory Board members and the recording secretary who took part in the written voting process shall sign the minutes. Any dissenting opinion of a Supervisory Board member shall be recorded in the minutes. Minutes must be prepared in accordance with the requirements established by the Minister of Finance where such requirements have been established. The Chairman of the Supervisory Board shall submit the minutes together with the meeting materials to the shareholder and the Minister of Finance within one month after the meeting of the Supervisory Board.
7.4.9. The Supervisory Board shall approve the budget of the Company for the financial year and prepare an overview at the end of the financial year on the way the Supervisory Board has organised, managed and supervised the activities of the Company during the accounting period by indicating the total remuneration paid to each Supervisory Board and Management Board member during the financial year and showing the participation of Supervisory Board members in Supervisory Board meetings.
7.4.10. The rights, obligations and liability of Supervisory Board members are provided for in legislation. In organising its work, the Supervisory Board of the Company is guided by the work procedure of the Supervisory Board in addition to the provisions in legislation and the Articles of Association.
7.4.11. A Supervisory Board member may not participate in voting if the decision involves entry into a transaction with the member or with a person related to the member or a person with an equal economic interest or commencement or termination of a court action by the Company.
7.4.12. Remuneration of Supervisory Board members:
22.214.171.124. Supervisory Board members are assigned an equal remuneration unless otherwise provided by law. The Chairman of the Supervisory Board may be assigned a greater remuneration. Supervisory Board members may be assigned additional remuneration in connection with their participation in the activities of the audit committee or another body of the Supervisory Board;
126.96.36.199. in the payment of remuneration to a member of the Supervisory Board, his or her participation in the meetings of the Supervisory Board and in the bodies of the Supervisory Board shall be taken into consideration;
188.8.131.52. the member of the Supervisory Board shall not be paid compensation in the event of his or her removal from the Supervisory Board;
184.108.40.206. if the Chairman of the Supervisory Board of the Company fails to perform the obligations imposed on him or her under clauses 7.4.5, 7.4.7 and 7.4.8 of these Articles of Association, the person or body which determined his or her remuneration may decide to stop the payment of remuneration to the Chairman of the Supervisory Board or reduce the remuneration pro rata with the period during which the said obligation was not performed;
220.127.116.11. the amount of remuneration paid to the Supervisory Board members and the procedure for the payment thereof shall be decided by the General Meeting.
7.4.13. The shareholders of the Company are entitled to receive information with regard to the agenda of the Supervisory Board and examine the minutes of a Supervisory Board meeting. Whereas, the Supervisory Board must comply with the requirements established by the Minister of Finance on the submission of information related to Supervisory Board meetings, where such requirements have been established.
7.4.14. the composition of the Supervisory Board and any changes thereto and the remuneration amounts determined for members are published on the Company's website within five (5) working days after adopting the resolution.
7.5. Requirements for Supervisory Board and Management Board members
7.5.1. The following persons shall not be members of the Supervisory Board or Management Board:
18.104.22.168. a person whose wrongful act or omission has resulted in a person's bankruptcy;
22.214.171.124. a person whose wrongful act or omission has led to the activity licence issued to a legal person being declared invalid;
126.96.36.199. a person who is subjected to a prohibition on business;
188.8.131.52. a person whose wrongful act or omission has caused damages to a legal person;
184.108.40.206. a person who has been punished for an economic criminal offence, criminal official misconduct or a criminal offence against property.
7.5.2. In addition to the restrictions specified in clauses 220.127.116.11 to 18.104.22.168, such persons shall also not be members of the Supervisory Board or Management Board who are in any material conflict of interest with the Company where such a conflict may arise from the fact that the person or a person connected to him or her:
22.214.171.124. is a sole proprietor who operates in the same area of activity with the Company and is not a shareholder of the Company;
126.96.36.199. is a partner of a general partnership or a general partner of a limited partnership which operates in the same area of activity as the Company, unless he or she is a shareholder of the Company;
188.8.131.52. has a qualifying holding in a company, for the purposes of § 9 of the Securities Market Act (hereinafter qualifying holding), which operates in the same area of activity with the Company and is not a shareholder of the Company;
184.108.40.206. is a member of a managing body of a company which operates in the same area of activity as the Company, unless that company is a public company or belongs to the same group with the Company or is a shareholder of the Company;
220.127.116.11. has significant business interests related to the Company, which are reflected, e.g. in having a holding in a legal person or being a member of a managing body of a legal person who is an important seller or buyer of the Company's goods or a provider or client of the Company's services.
7.5.3. The restrictions specified in clauses 18.104.22.168 to 22.214.171.124 shall remain in force for five years after the declaration of bankruptcy, revocation of an activity licence, termination of the prohibition on business or the compensation of damage.
7.5.4. The prohibition provided for in clause 126.96.36.199 does not apply to persons whose information concerning punishment has been deleted from the criminal records database;
7.5.5. For the purposes of clause 7.5.2, a connected person is a spouse, parent, child and grandchild and a person who is connected to the person specified in clause 7.5.2 through a shared household.
7.6. Audit committee
7.6.1. The Supervisory Board shall form an audit committee pursuant to the procedure provided by legislation.
7.6.2. The task of the audit committee is to advise the Supervisory Board on accounting, audit control, risk management, internal control and auditing, supervision, preparation of budget and approval of annual accounts and the legality of activity.
7.7. Internal control and internal audit
7.7.1. The Company is required to ensure the functioning of the internal audit system.
7.7.2. The Company must establish the position of an internal auditor or buy internal auditor services from a company of auditors.
7.7.3. A shareholder has the right to require a special audit to be carried out and to use the structural unit of the institution directed by the shareholder to carry out such an audit.
8. Participation in other companies
8.1. The Company may participate in other companies both in Estonia and abroad. The General Meeting shall adopt a resolution on acquiring and transferring a qualifying holding in another company as well as the establishment or dissolution of a subsidiary. A resolution of the General Meeting is also required in the event of the acquisition or transfer of a qualifying holding in another company by the Company's subsidiaries. The General Meeting shall approve the management and reporting principles of the Company's subsidiaries, specifying, as appropriate, the resolutions of the subsidiaries which require the consent of the General Meeting or Supervisory Board of the Company.
9. Representation of Company
9.1. Each member of the Management Board may represent the Company in any legal acts.
9.2. Procurators appointed by the Supervisory Board may represent the Company in all legal acts related to the economic activity of the Company, including in court actions. The Supervisory Board shall also determine the competence of procurators.
10. Budget, reporting, distribution of profit and legal reserve
10.1.1. A balanced budget shall be prepared of all the income and expenses of the Company; the budget must comply with the Company's financial plan and the budget position rules, the net debt rule and other restrictions provided for in the State Budget Act.
10.1.2. The Company shall prepare and submit annually a financial plan according to the requirements provided for in the State Budget Act and the said financial plan shall provide the basis for the preparation of the Company's budget.
10.2. Financial year
10.2.1. The financial year of the Company is the calendar year (1 January to 31 December).
10.3. Preparation and approval of reports and publication of data 6/8
10.3.1. The Management Board shall prepare the annual accounts and the management report pursuant to the procedure and within the time limit after the end of the financial year provided by law and the Articles of Association and present these to the General Meeting for approval.
10.3.2. The annual accounts and the management report must be submitted to the auditor in such a manner that the shareholders would be able to approve the audited accounts prior to the expiry of the term provided by law and the Articles of Association.
10.3.3. The annual accounts shall be prepared pursuant to the Accounting Act and generally accepted accounting principles. The annual accounts shall include a report on compliance with Good Corporate Governance in the Company.
10.3.4. The Management Board shall submit a copy of the audited and approved annual report to the Ministry of Finance and the National Audit Office not later than four months after the end of the financial year. Along with the copy of the annual report, there shall be submitted an overview on how the Supervisory Board has organised, managed and supervised the Company's activities during the accounting period and an indication of the total remuneration paid to each Supervisory Board and Management Board member during the financial year. The Company's other shareholders have the right to request the said report and overview for examination with the same time limit.
10.3.5. The Company shall publish the following information on its website and shall make sure that is can be accessed at least five years after the publication thereof:
10.3.5.1. income statements for the first and third quarter, the balance sheet and cash flow statement together with explanations and comments and a comparison with the economic results of the previous period within one month after the end of the quarter;
10.3.5.2. income statements for the second and fourth quarter, the balance sheet and cash flow statement together with explanations and comments and a comparison with the economic results of the previous period within one month after the end of the quarter;
10.3.5.3. the reports and overviews specified in clause10.3.4 at the same time as they are submitted to the Ministry of Finance and the National Audit Office;
10.3.5.4. a notice on an important circumstance and event related to the activity of the Company.
10.4. Distribution of profit and payment of dividends
10.4.1. The distribution of profit of the Company for the financial year shall be resolved by the General Meeting according to the law.
10.4.2. Dividends are paid on the basis of approved annual reports. The amount of dividend, the procedure and time limits for the payment of dividends shall be resolved by the General Meeting unless otherwise provided by law.
10.4.3. With the consent of the Supervisory Board, the Management Board may, after the end of the financial year and before the approval of the annual report, make advance payments to the shareholders on the account of the presumed profit in the amount of up to one-half of the amount subject to distribution among the shareholders.
10.5. Legal reserve
10.5.1. The Company has a legal reserve to cover losses and increase the share capital. The amount of the legal reserve is 1/10 of the share capital. Until the above amount is reached, 1/20 of the net profit of the Company shall be annually transferred to the legal reserve.
11. Procedure for the payment of support and making of donations
11.1. Principles for the payment of support
The Company may pay support (for the purposes of these Articles of Association, support is used to refer to both support and donations) on the following terms and conditions:
11.1.1. support is paid for research and development activities in the area of activity of the Company and it helps achieve the Company's operating and financial objectives;
11.1.2. the Company has free funds to pay the support;
11.1.3. the total amount of support paid by companies in the consolidation group of the Company in one calendar year shall not exceed the prescribed support rate of 0,5% of the average consolidated net profit of the last three financial years.
11.2. Handling of applications for the payment of support
11.2.1. Applications for the payment of support will initially be reviewed by the Management Board, who shall assess their compliance with the terms and conditions of payment of support pursuant to this procedure and shall rule out any applications that are clearly non-compliant or exceed possibilities. The Management Board need not give any reasons for a negative decision.
11.2.2. The Management Board shall submit support applications which comply with the terms and conditions to the Supervisory Board for judgment. The Management Board shall add to every project under consideration for support the assessment of the Management Board on the substance of the application for the payment of support and the potential extent of the support, and benefits of granting support.
11.3. Deciding on the payment of support
11.3.1. Applications for the payment of support submitted by the Management Board shall be reviewed during the Supervisory Board meeting. The Supervisory Board has the right to request additional information from the Management Board on the substance of the application or about the person and/or project to be supported. Minutes are taken of resolutions on the payment of support or refusal to pay support. A Supervisory Board member who is connected to the recipient of the support or has other significant interest in the resolution on payment of support may not take part in the resolution. The Supervisory Board need not give any reasons for a negative decision.
11.3.2. If a member of any managing or control bodies of the Company (i.e. any Management Board or Supervisory Board member or a representative of a shareholder) is connected to the applicant/recipient of the support, such a connection must be indicated on the application. For the purposes of this clause, a connection shall be deemed to be the ownership of a holding, participation in the work of the managing and control bodies of the recipient of the support or any other connection which causes or may cause interest in the satisfaction of the application for the payment of support. For the purposes of this procedure, the representative of the shareholder shall be the minister governing the holding.
11.4. Formalisation of the payment of support, notification thereof and supervision of the use of the support.
11.4.1. The Management Board ensures the formalisation of the payment of support, the forwarding of information resulting from the resolutions and supervision of the use of support. The Management Board supervises the expedient use of the support paid.
11.4.2. Upon adopting a resolution to pay support, the Management Board shall enter into a contract with the recipient of the support as appropriate in order to ensure the expedient use of the support. The Management Board shall notify support applicants of adopted resolutions.
11.4.3. The Company shall publish information on support paid and donations made on its website within three working days after the adoption of the relevant resolution. Relevant information is publicly available on the website for at least five years after the support was terminated or the donation made. The website shall indicate the name of the recipient of the support, the amount of the support and how the support aids the achievement of the company's operating and financial objectives;
12. Dissolution, division and transformation of the Company
12.1. The dissolution, liquidation, merger, division or transformation of the Company shall be effected pursuant to the procedure provided by law.
13. Final provisions
13.1. Amendment of the Articles of Association
The General Meeting shall adopt a resolution on amendment of the Articles of Association pursuant to the procedure provided by law. The amendment of the Articles of Association shall enter into force as of the making of a corresponding entry in the Commercial Register.
13.2. Invalidity of the provisions of the Articles of Association
Should any provision of the Articles of Association be or become invalid, the remainder of the Articles of Association shall be effective. In this case, the invalid provision must be reworded or supplemented with a resolution of the General Meeting.