Decisions of the annual general meeting

| Source: Baltika Baltika

The annual general meeting of 2012 of AS Baltika was held at 13:00 a.m. on Friday, 20 April 2012 in the premises of Baltika at 24 Veerenni in Tallinn, Estonia. 

A total of 26,098,101 votes that represented 72.91% 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 Annual report for 2011
  2. Amendments to the Articles of Association
  3. Decrease of the share capital of the Company
  4. Issuance of the convertible bonds and conditional increase of the share capital
  5. Recall of the members of the supervisory council, determining the number of the Supervisory Council members and election of the members to the Supervisory Council
  6. Nomination of the auditor and the remuneration

  Decisions of the annual general meeting:

  1. Approval of the Annual report for 2011
  • To approve the Annual report of AS Baltika for 2011 as presented.
  • To approve the losses of 2011 in the amount of 5,863,425 euros and to cover the losses in the amount of 89,352 euros from share premium and 651,062 euros from statutory reserves.

The number of votes in favour of the resolution was 20,395,421 representing 78.15% of the registered participants.

  1. 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 as follows:

  • 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 five million (5 000 000) and the maximum amount of the share capital shall be EUR twenty million (20 000 000).
  • 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 0.20 euros.
  • To approve the new version of the Articles of Association.

  The number of votes in favour of the resolution was 20,384,881 representing 78.11% of the registered participants.

  1. Decrease of the share capital of the Company

In order to cover the losses after the use of all reserves in the amount of 16,714,976 euros, to decrease the share capital in simplified way as follows:

  • To reduce the share capital of the Company by seventeen million eight hundred ninety seven thousand four hundred and twenty five (17,897,425) 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 0.50 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 seven million one hundred fifty eight thousand nine hundred and seventy (7,158,970) euros, which is divided into 35,794,850 shares with the nominal value of 0.20 euros.
  • The list of shareholders who shall participate in the decrease of the share capital shall be fixed on 7 May at 23.59.

The number of votes in favour of the resolution was 20,385,421 representing 78.11% of the registered participants.

  1. Issuance of the convertible bonds and conditional increase of the share capital

Taking into consideration the need for additional financing on one hand and the motivation scheme for the management of the Company on the other hand;

  • To conditionally increase the share capital of the Company and to issue five million (5,000,000) convertible bonds (H-Bonds) with the nominal value of 0.30 euros on the Terms and Conditions of Convertible Bonds (H-Bonds) as enclosed to the present decision to the investor indicated in the Terms and Conditions of Convertible bonds (H-Bonds).
  • Each H-Bond will give its owner the right to subscribe one (1) share of the Company with the subscription price of 0.30 euros. The premium is 0.10 euros. The subscription for the shares will take place 11 May 2013 until 10 May 2014.
  • To conditionally increase the share capital of the Company and to issue two million three hundred and fifty thousand (2,350,000) convertible bonds (I-Bonds) with the par value of 0.01 euros on the Terms and Conditions of Convertible Bonds (I-Bonds) as enclosed to the present decision to the management of the Baltika group of companies.
  • Each I-Bond will give its owner the right to subscribe one (1) share of the Company. The subscription price of the share will be the average sales price of the share for the preceding three months, e.g. from 19.01.2012–19.04.2012. The difference between the share subscription price and nominal value of the share is premium. The subscription for the shares will take place 1 July 2015 until 31 December 2015.
  • Upon the subscription of the shares, the Management Board of the Company has the right to increase the share capital by one million four hundred and seventy thousand (1,470,000) euros that means to issue seven million three hundred and fifty thousand (7,350,000) shares of the Company. The new share capital could be up to 8,628,970 euros.
  • The shareholders waive their right to subscribe for the convertible bonds issued under the present decision and to subscribe for the shares issued to exchange the convertible bonds.

The number of votes in favour of the resolution was 20,382,231 representing 78.10% of the registered participants.

  1. Recall of the members of the supervisory council, determining the number of the Supervisory Council members and election of the members to the Supervisory Council

Taking into consideration that the term of authority regarding some members of the supervisory council shall end on 18 June 2012 and the resignation of Edoardo Miroglio:

  • To recall the Supervisory Council in the whole composition.
  • To elect the Supervisory Council with five (5) members.
  • To elect the members of the Supervisory Council amongst the candidates proposed to the general meeting: Tiina Mõis, Reet Saks, Lauri Kustaa Äimä, Jaakko Sakari Mikael Salmelin and Valdo Kalm.

The number of votes in favour of the resolution was 20,397,128 representing 78.16% of the registered participants.

Valdo Kalm has a long and successful career within the Eesti Telekom Group. In year 2000 he was appointed CEO of the fixed wire company Elion. In 2003 he was appointed CEO of the mobile company EMT and in 2007 the Chairman of the Management Board of AS Eesti Telekom, positions he holds till today. Valdo Kalm is the member of Supervisory Council of Estonian Chamber of Commerce and Industry. Valdo Kalm does not own AS Baltika shares.  

Baltika Management Board is very grateful to previous Supervisory Council members Tiina Mõis, Reet Saks, Lauri Kustaa Äimä, Jaakko Sakari Mikael Salmelin, Allan Remmelkoor, Andres Erm and Edoardo Miroglio.

  1. Nomination of the auditor and the remuneration

To elect the auditors of the Company for auditing the annual report of 2012 to be Aktsiaselts PricewaterhouseCoopers and to remunerate the auditors pursuant to the agreement entered into respectively.

The number of votes in favour of the resolution was 20,394,618 representing 78.15% of the registered participants.

 

Maigi Pärnik

Member of the Management Board
maigi.parnik@baltikagroup.com