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 8th of May 2017, commencing at 1.30 p.m . Registration for the annual general meeting begins at 1 p.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 5th of May 2017 4 p.m. at the latest.
Shareholders entitled to participate in the annual general meeting will be determined as at 8 a.m. at the date of the annual general meeting of AS Baltika.
The agenda that has been approved by the Supervisory Board of AS Baltika on 22nd of March and the proposed resolutions by the Management Board and Supervisory Board are as follows:
- Approval of the 2016 Annual report
To approve the 2016 Annual report of AS Baltika as presented.
- Profit allocation for 2016
To approve the 2016 consolidated net profit in the amount of 177,035 euros.
To allocate the profit in amount of 177,035 euros to retained earnings.
- Issuance of the convertible bonds
Taking into consideration the need for additional financing:
- To conditionally increase the share capital of the Company by issuing nine hundred (900) convertible bonds (K-Bonds) with the issuance price of 5,000 euros on the Terms and Conditions of Convertible Bonds (K-Bonds) as enclosed to the present decision.
- The list of shareholders, who are entitled to the pre-emptive subscription of K-Bonds, shall be determined on 14th of July 2017 8 a.m.
- Each K-Bond will give its owner the right to subscribe fifteen thousand six hundred and twenty five (15,625) shares of the Company with a nominal value of 0.20 euros and with the subscription price of 0.32 euros. The premium is 0.12 euros per share. K-Bonds shall be issued with the term of two (2) years. The subscription period is from 15th of July 2019 10 a.m. until 18th of August 2019 2 p.m.
- Upon the subscription of the shares, the Management Board of the Company has the right to increase the share capital by up to two million eight hundred and twelve thousand five hundred (2,812,500) euros that means to issue fourteen million sixty two thousand and five hundred (14,062,500) new shares of the Company. The new share capital can be up to 10,971,470 euros.
- Nomination of the auditor and the remuneration
In the opinion of the Supervisory Board, AS PricewaterhouseCoopers has provided auditing, consulting and training services during the financial years of 2014-2016 in compliance with the agreements and the Supervisory Board has no complaints regarding the auditing services.
To appoint AS PricewaterhouseCoopers as the auditors of AS Baltika for auditing the financial years 2017-2019 and to remunerate the auditors pursuant to the agreement entered into respectively.
The 2016 Annual report of AS Baltika, the independent auditor’s report 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 Tallinn Stock Exchange 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
