Dear SORAINEN client

We would like to draw your attention to the following obligatory procedures and important deadlines:

1. APPROVAL OF ANNUAL REPORTS

Annual reports must be filed with the commercial register within six months after the end of a financial year. It is easy to file annual reports in Estonia, also electronically through the Company Registration Portal. However, there are specific procedures that need to be complied with on approving an annual report. For example, a supervisory board must present its opinion on the annual report whereas the report along with the profit distribution resolution must be approved by the shareholders' meeting, of which minutes must be kept. Please also note that profit distribution or covering losses cannot be recorded in the next annual report based on a management proposal but only based on shareholders' resolution.

2. CONVERSION OF CAPITAL INTO EUROS

We recommend resolving conversion of capital into Euros when approving the annual report, as conversion of capital can be decided at the same meeting. The articles should be amended accordingly and if needed the share capital should be reduced or increased. Public limited companies should not forget to notify the Estonian Central Register of Securities (ECRS) before filing documents with the commercial register.

3. RENEWAL OF THE TERM OF OFFICE OF MANAGEMENT AND SUPERVISORY BOARD MEMBERS

When approving the annual report, we also recommend checking the term of office of members of your supervisory board, management board and auditors, and renewing their term if necessary. Under amendments applicable from January 2011, management board members of a private limited liability company may be appointed for an unlimited term unless the articles set forth a fixed term. By law, the term of office of supervisory board members is five years unless the articles set forth a shorter term. The law does not limit an auditor's term of office, but shareholders may nevertheless decide on a limitation during their meeting.

4. RENEWAL OF REA REGISTRATIONS

In addition to the above, companies listed in the Register of Economic Activities (REA) should file confirmation of the correctness of registration data by 15 April. Please note that a company that fails to renew its registration in due time risks suspension of its registration and fines for operating without registration.