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§ 331. Preparation of reports
After the end of the financial year, the management board shall prepare the annual accounts and activity report pursuant to the procedure provided for in the Accounting Act.
§ 332. Presentation of reports
- (1)
- After the annual accounts and activity report are prepared, the management board shall promptly present them to the auditor.
- (2)
- The management board shall present the annual accounts, activity report, conclusion of the auditor and profit distribution proposal (annual report) to the general meeting.
- (3)
-
A profit distribution proposal shall set out:
- 1)
- the net profit;
- 2)
-
transfers to reserve capital;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 3)
-
transfers of profit to other reserves prescribed by law or the articles of association;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 4)
- the share of profit to be paid to shareholders;
- 5)
- the use of profit for other purposes.
- (4)
- The management board shall provide shareholders the opportunity to examine the annual report for at least two weeks before the general meeting.
§ 333. Rights of supervisory board in preparation of reports
- (1)
- The supervisory board shall review the annual report and shall prepare a written report concerning the annual report, which shall be presented to the general meeting. The supervisory board shall indicate in the report whether it approves the annual report prepared by the management board. In addition, the report shall indicate how the supervisory board has organised and directed the activities of the public limited company.
- (2)
-
The supervisory board has the right to make amendments to the profit distribution proposal before its presentation to the general meeting.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 334. Approval of annual report and submission to commercial register
- (1)
- An annual report shall be approved by the general meeting.
- (2)
-
The management board shall submit the approved annual report to the commercial register not later than six months after the end of the financial year. A list of holders of registered shares who hold more than ten per cent of the votes determined by shares as at the date of the general meeting which approves the annual report shall be presented together with the annual report and shall be maintained in the business file. The information specified in subsection 233 (1) shall be indicated in the list.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 335. Profit distribution resolution
- (1)
- A profit distribution resolution shall be adopted by the general meeting on the basis of the approved annual accounts.
- (2)
-
A profit distribution resolution shall set out:
- 1)
- the amount of net profit;
- 2)
- transfers to reserve capital;
- 3)
-
transfers to other reserves prescribed by law or the articles of association;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 4)
- the share of profit to be distributed among the shareholders;
- 5)
- the use of profit for other purposes.
§ 336. Formation of reserve capital
- (1)
- Reserve capital shall be formed from annual net profit transfers and other transfers entered in the reserve capital pursuant to law or the articles of association.
- (2)
- The amount of reserve capital shall be prescribed in the articles of association and shall not be less than one-tenth of the share capital.
- (3)
- During each financial year, at least one-twentieth of the net profit shall be entered in the reserve capital. If the reserve capital reaches the amount prescribed in the articles of association, the increase of reserve capital from net profit shall be terminated.
§ 337. Use of reserve capital
- (1)
-
Upon a resolution of the general meeting, reserve capital may be used to cover a loss if it is not possible to cover the loss from available shareholders equity of the public limited company (from undistributed profits from previous periods and reserve capital prescribed by the articles of association), or may be used to increase share capital.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- Payments shall not be made to shareholders from reserve capital.
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