The annual general meeting of AS Baltika was held at 1:00 p.m. on Monday, 28 April 2014 in Baltika Quarter Moelava at 24 Veerenni in Tallinn, Estonia.
A total of 30,023,187 votes that represented 73.60% 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:
- Approval of the Annual report for 2013
- Nomination of the auditor and the remuneration
- Issuance of the convertible bonds
Decisions of the annual general meeting:
- Approval of the Annual report for 2013
- To approve the Annual report of AS Baltika for 2013 as presented.
- To approve the profit of 2013 in the amount of 101,538 euros and to allocate it to retained earnings.
The number of votes in favour of the resolution was 24,336,554 representing 81.06% of the registered participants.
2. Nomination of the auditor and the remuneration
- To elect the auditors of the Company for auditing the financial year 2014-2016 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 24,336,523 representing 81.06% of the registered participants.
- Issuance of the convertible bonds
Taking into consideration the need for additional financing:
- To conditionally increase the share capital of the Company and to issue six hundred (600) convertible bonds (J-Bonds) with the issuance price of 5 000 euros on the Terms and Conditions of Convertible Bonds (J-Bonds) as enclosed to the present decision.
- The list of shareholders, who are entitled to the pre-emptive subscription of J-Bonds, shall be determined on 14 July 2014 8 a.m.
- Each J-Bond will give its owner the right to subscribe ten thousand (10,000) shares of the Company with the subscription price of 0.50 euros. The premium is 0.30 euros. J-Bonds shall be issued with the term of three (3) years. The subscription for the shares will take place from 15 July 2017 10 a.m. until 30 July 2017 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 one million two hundred thousand (1 200 000) euros that means to issue six million (6,000,000) new shares of the Company. The new share capital could be up to 9,828,970 euros.
The number of votes in favour of the resolution was 30,005,313 representing 99.94% of the registered participants.
Maigi Pärnik
Member of the Management Board
maigi.parnik@baltikagroup.com