Estonia, EU – Baltic States, Financial Services, Markets and Companies

Under Polish law, delisting of a company from a regulated market is subject to the majority shareholder of such company conducting a tender offer with respect to the shares of such company acquired from the respective regulated market and a corresponding resolution made by the general meeting of shareholders of such company. Considering the above, the largest shareholder of OEG, OU HansaAssets, initiated a tender offer on Tuesday.

OU HansaAssets is a company controlled by the chairman of the supervisory board of OEG, Armin Karu.

The tender offer is directed only to such shareholders who have acquired shares in OEG from the Warsaw Stock Exchange. Accepting the tender offer may be decided by each shareholder eligible to participate in the tender offer at its sole discretion; however, a decision not to tender in its shares will not influence the delisting proceedings.

The tender offer document is announced in Poland via an information agency in accordance with Polish law. In connection with launching a tender offer, OEG has filed a motion to suspend trading in shares of OEG on the Warsaw Stock Exchange as of Tuesday.

The tender offer is structured in such way that even though the offer is conducted by the largest shareholder of OEG, OU HansaAssets, the shares are acquired by OEG. Such a set-up has been chosen in order to ensure equal treatment of all the shareholders of OEG.

According to Estonian law, buy-back of own shares by a public limited company is subject to respective resolution of the general meeting of shareholders. Therefore, together with the resolution on delisting, the buy-back of own shares will be placed into the agenda of the annual general meeting of shareholders of OEG.

The funds used by OEG to acquire the shares will amount to up to approximately 0.2 mln euros.

The delisting applications required by the rules of the Warsaw Stock Exchange and Polish law will be filed with the competent authorities after the tender offer has been finally settled on or about May 24, 2017. The intention of OEG is do delist the shares of OEG from the Warsaw Stock Exchange by the end of July 2017, but the eventual timing depends on the adoption and timing of the decision of the Polish Financial Supervision Authority.

The delisting of the shares of OEG from the Warsaw Stock Exchange will not influence the listing and trading in the shares of OEG in the main list of the Nasdaq Tallinn Stock Exchange.