The annual general meeting of 2009 of AS Baltika was held at 10:00 a.m. on
Monday, 21 June 2010 in the premises of Baltika at 24 Veerenni in Tallinn,
Estonia. A total of 9,379,077 votes that represented 50.3% of the share capital
of AS Baltika were present and the annual general meeting was competent to pass
resolutions.
The agenda of the annual general meeting was as follows:
1. Approval of the 2009 annual report and covering the loss
2. Appointment and remuneration of the auditor
3. Increase of the share capital
4. Election of members of the supervisory council
5. Presentation of the strategy of Baltika Group for 2010-2014
Decisions of the annual general meeting:
1. Approval of the annual report for 2009 and covering of the loss
- To approve the annual report of AS Baltika for 2009 as presented.
- To approve the company's net loss for 2009 in an amount of 159,104 thousand
kroons (10,169 thousand euros) and to cover the loss with retained earnings.
- To pay the holders of preferred shares a dividend from retained earnings under
the terms and conditions provided in the articles of association.
The number of votes in favour of the resolution was 9,351,877 representing
99.71% of the registered participants.
2. Appointment and remuneration of the auditor
- To appoint AS PricewaterhouseCoopers as the company's auditor for fiscal 2010
and to remunerate the auditor in accordance with the service agreement to be
signed.
The number of votes in favour of the resolution was 9,379,077 representing 100%
of the registered participants.
3. Increase of share capital
- To increase the share capital of AS Baltika by issuing additional 8 850 000
ordinary shares with the nominal value of 10 kroons. The amount of premium is 2
kroons per each share.
The shares are issued in accordance with the Securities Market Act Article 12
(3) point 3 to the following investors:
DCF Fund (II) Baltic states 3,250,000 shares
(via ING Luxembourg S.A.)
East Capital Baltic Fund 2,600,000 shares
E.Miroglio S.A. 3,000,000 shares
TOTAL 8,850,000 shares
The share capital of AS Baltika shall be increased by 88 500 000 kroons
(5,656,181 euros) and the new amount of the share capital is 314 948 500 kroons
(20,128,878 euros).
The subscription for the shares takes place on 21 June 2010.
The payment for the shares will be made in cash in the amount of 70 200 000
kroons (4,486,598 euros) at the latest by 25 June 2010.
The payment for the shares in the amount of 36 000 000 kroons shall be made by
non-monetary contribution. The object of the non-monetary contribution is the
claim deriving from the loan agreement entered into by and between E. Miroglio
S.A. and the Company on 3 May 2010 in the amount of 36 000 000 kroons (2,300,819
euros). E. Miroglio S.A. shall pay for 3 000 000 ordinary shares by setting off
the claim from the loan agreement in the amount of 36 000 000 kroons (2,300,819
euros) on 21 June 2010. The value of the non-monetary contribution has been
evaluated by the Board of Directors pursuant to Article 4.4.3. of the Articles
of Association of the Company and the evaluation shall be verified by the
auditing firm AS PricewaterhouseCoopers.
The shareholders waive their pre-emptive right to subscribe for the newly issued
shares under the present decision.
The issued shares shall grant the right to dividends from the financial year the
share capital was increased.
The number of votes in favour of the resolution was 9,118,124 representing
97.22% of the registered participants.
4. Election of members of the supervisory council
- To appoint Edoardo Miroglio and Jaakko Salmelin as additional members of the
supervisory council of AS Baltika.
Edoardo Miroglio is the Chief Executive Officer of Miroglio S.P.A:. He has long
term expierence in international retail, fashion and textile industry business.
Eduardo Miroglio does not hold any shares in AS Baltika.
Jaakko Sakari Mikael Salmelin is the Senior Portfolio Manager of Danske
Capital/Sampo Bank Oyj. Since 2003 Mr. Salmelin has held several position in
Danske Capital Finland and its successor Danske Capital / Sampo Bank Oyj. He has
managed and co-managed various Eastern European funds in Danske Capital since
2004, focusing mainly on the Baltic and Balkan markets
Jaakko Sakari Mikael Salmelin does not hold any shares in AS Baltika.
The number of votes in favour of the resolution was 9,264,443 representing
98,78% of the registered participants.
5. Presentation of the strategy of Baltika Group for 2010-2014
At the shareholders annual meeting of Baltika, held today, the management board
of the company introduced Baltika Group strategy 2010-2014 created in
co-operation with international strategy consultancy company Roland Berger.
According to the strategy, Baltika grows ca 9% per year until 2014, reaching the
sales of 1.13 billion kroons. Topline growth has planned based on experience,
general assumptions and the growth of BG brands. Main drivers of the sales
remain to be Monton and Mosaic with the sales growth by the year 2014 of 171
million kroons for Monton and 109 million kroons for Mosaic.
Main reasons for Baltika's situation today are declining sales caused by
people's radically changed buying behaviour. Almost 66% of consumers stopped
buying new clothes during the crisis. Sales growth bases on increasing
purchasing power, quickening consumption and BG brands focusing more on the
needs of their target customers. With the intention to enhance the efficiency of
the business model, Baltika Group continues monitoring its markets and stores
portfolio and developing its brands.
Gross margin is going to be improved - the target is 54,9% by 2014. Main drivers
of the growth are the stabile intake margin and lower markdowns needed due to
the overall improvement of the economy and better stock situation. By the year
2014, OPEX will decline by 17,5% and the OPEX/sales ratio is going down from
today's 67,5% to 43,3%.
1 EUR = 15,6466 EEK
Ülle Järv
Member of the Management Board
+372 6302 731