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 10 May 2013, commencing at 10 a.m. Registration for the annual general meeting begins at 9.30 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 a document verifying their identity and 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. Aforementioned notifications shall be received by AS Baltika 9 May 2013 by 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 presented by the Management Board and approved by the Supervisory Council and the resolutions to be proposed:
- Approval of the Annual report for 2012 and profit allocation
- To approve the Annual report of AS Baltika for 2012 as presented.
- To approve the profit of 2012 in the amount of 803,941 euros and to allocate it to retained earnings.
- Nomination of the auditor and the remuneration
- To elect the auditors of the Company for auditing the financial year 2013 to be Aktsiaselts PricewaterhouseCoopers and to remunerate the auditors pursuant to the agreement entered into respectively.
The annual report 2012 of AS Baltika, the independent auditor’s report and other documents to be presented to the annual general meeting will be available to shareholders from the date of 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 OMX Tallinn Stock Exchange on www.nasdaqomxbaltic.com. Questions regarding the agenda items can be sent by email to baltika@baltikagroup.com.
At the annual general meeting, a shareholder is entitled to receive from the company’s management board information about the company’s business and performance. The management board may decide to withhold certain information if there is 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 adopt 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 submitting simultaneously for every additional matter the draft decision or argumentation. The demand shall be 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
Member of the Management Board
maigi.parnik@baltikagroup.com