Notice is hereby given that the annual general meeting of shareholders of AS BALTIKA (registry number 10144415, address Veerenni 24, Tallinn) will be held at the Moelava Hall of the Baltika Quarter at Veerenni 24, Tallinn, on 16h of May 2018, commencing at 10.30 a.m. Registration for the annual general meeting begins at 10 a.m. in the same location.
To attend the annual general meeting:
- Shareholders who are individuals have to show a document verifying their identity; appointed proxies have to show above as well as a letter of authorization;
- Lawful representatives of shareholders who are legal entities have to show an extract from the registry where the legal entity is registered and a document verifying their identity; proxies have to show the above as well as a letter of authorization.
A shareholder may notify AS Baltika of the appointment of a proxy or the withdrawal of authorization before the annual general meeting by sending a corresponding digitally signed e-mail message to baltika@baltikagroup.com or by delivering the information in person on workdays between 10 a.m. to 4 p.m. or by ordinary mail to AS Baltika, Veerenni 24, 10135 Tallinn. AS Baltika must receive the above-mentioned notifications by 15th of May 2018 4 p.m. at the latest.
Shareholders entitled to participate in the annual general meeting will be determined as at seven days before holding the general meeting, i.e. as at 8th May 2018 at the end of the working day of the Estonian register of securities Settlement System.
The agenda that has been approved by the Supervisory Board of AS Baltika on 22nd of March 2018 and the proposed resolutions by the Management Board and Supervisory Board are as follows:
- Approval of the 2017 Annual report
To approve the 2017 Annual report of AS Baltika as presented.
- Profit allocation for 2017
To approve the 2017 consolidated net profit in the amount of 57,764 euros.
To allocate the profit in amount of 57,764 euros to retained earnings.
- Amendments to the Articles of Association
To amend the articles of Association due to the reason that the share capital of the Company will be changed and legal need to specify determination of entitled shareholders
- To amend the first sentence of Section 3.1 of the Articles of Association of the Company and approve the first sentence of Section 3.1 in the following wording:
- The minimum amount of the share capital of the Company shall be EUR four million (4,000,000) and the maximum amount of the share capital shall be EUR sixteen million (16,000,000).
- To amend the second sentence of Section 4.1.1 of the Articles of Association of the Company and approve the second sentence of Section 4.1.1. in the following wording:
- The nominal value of each share is 0.10 euros.
- To amend the second sentence of Section 5.2.7 of the Articles of Association of the Company and approve the second sentence of Section 5.2.7. in the following wording:
- The persons authorised to participate at the General Meeting shall be determined seven calendar days before General Meeting at the end of the working day of the Estonian register of securities Settlement System.
- To approve the new version of the Articles of Association as attached.
- Decrease of the share capital of the Company
In order to cover the losses after the use of all reserves in the amount of 2,973,221 euros, to decrease the share capital in simplified way as follows:
- To reduce the share capital of the Company by four million seventy nine thousand four hundred eighty five (4,079,485) euros.
- The reduction of the share capital is decided by the way of reduction of the nominal value of the share and to decrease the nominal value of each share by 0.10 euros.
- The new amount of the share capital of the Company after the reduction of share capital and reduction of nominal value of the shares is four million seventy nine thousand four hundred eighty five (4,079,485) euros, which is divided into 40,794,850 shares with the nominal value of 0.10 euros.
- The list of shareholders who shall participate in the decrease of the share capital shall be fixed 8th May 2018 at the end of the working day of the working day of the Estonian register of securities Settlement System.
- Approval of the share option program and conditional increase of the share capital
- Under the share option program Company issues up to one million (1,000,000) share options. Each share option grants its owner the right to acquire one (1) share of the Company.
- The eligible persons of this share option program are Company and legal persons belonging to the same Group key persons, members of the Management Board and managers of the Company who are members in 2018 and 2019 as elected by the Supervisory Council (the Eligible persons).
- The number of share options issued to eligible persons shall be determined by the Supervisory Council of the Company under the terms and conditions of share option program attached to the current resolution.
- The price for exercising the share option shall be EUR 0.10 for one share.
- The company will issue up to one million (1,000,000) new shares to execute the share option program.
- In order to execute the share option program the share capital is conditionally increased up to one hundred thousand (100,000) euros
- The new shares give the right to receive dividends from the financial year when they were issued, provided that the list of shareholders eligible to receive dividends has not been set prior to the emission of shares.
- The Management Board of the Company may increase the share capital up to one hundred thousand (100,000) euros and the new share capital may be up to 7,157,610 euros.
- Extension of the powers of Supervisory Board members and remuneration
- In conjunction with expiry of the term of authorities of members of the Supervisory Council, to extend Jaakko Sakari Mikael Salmelin, Lauri Kustaa Äimä, Valdo Kalm, Tiina Mõis and Reet Saks the powers for the next 3 years term of authorities.
The 2017 Annual report of AS Baltika, the independent auditor’s report, share option program terms and conditions and other documents to be presented to the annual general meeting will be available to the shareholders from the date of the release of this notice until the date of the annual general meeting at the website of AS Baltika on www.baltikagroup.com and at the website of the NASDAQ CSD SE Estonian branch on www.nasdaqbaltic.com. Questions regarding the agenda items can be sent by email to baltika@baltikagroup.com or posted to the company’s address.
At the annual general meeting, a shareholder is entitled to receive information about the company’s business and performance from the company’s Management Board. The Management Board may decide to withhold certain information if there is a reason to believe that disclosure of the information may cause significant damage to the company’s interests. If the Management Board refuses to disclose some information, a shareholder may demand that the general meeting adopts a resolution regarding the lawfulness of the information request or file a petition with a court of law within two weeks requesting that the court require the Management Board to disclose the information.
A shareholder whose shares represent at least one twentieth of the share capital of AS Baltika may demand that additional matters be included on the agenda of the annual general meeting if the demand is submitted in writing at least 15 days before the date of the annual general meeting to AS Baltika, Veerenni 24, 10135 Tallinn.
Shareholders whose shares represent at least one twentieth of the share capital of AS Baltika may submit to the company a draft resolution for any agenda item by sending the said draft resolution in writing at least three days before the Annual General Meeting to AS Baltika, Veerenni 24, 10135 Tallinn.
Maigi Pärnik-Pernik
Member of the Management Board
maigi.parnik@baltikagroup.com
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