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 27 April 2015, commencing at 1 p.m. Registration for the annual general meeting begins at 12.30 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. Abovementioned notifications shall be received by AS Baltika 24 April 2015 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 approved by the Supervisory Council of AS Baltika, Management Board and Supervisory Council resolutions to be proposed:
-
Approval of the Annual report for 2014
- To approve the Annual report of AS Baltika for 2014 as presented.
- To approve the net loss of 2014 in the amount of 1,263,400 euros and to cover it from retained earnings.
-
Extension of the powers of Supervisory Board members and remuneration
- In conjunction with expiry of the term of authorities of members of the Supervisory Council, to extend Jaakko Sakari Mikael Salmelin, Lauri Kustaa Äimä, Valdo Kalm, Tiina Mõis and Reet Saks the powers for the next 3 years term of authorities.
- To remunerate the members of the Supervisory Board as follows: the remuneration paid to the Chairman of the Supervisory Council is 650 euros per month and the remuneration paid to the member of the Supervisory Council is 400 euros per month.
-
Approval of the share option program and conditional increase of the share capital.
- To increase conditionally the share capital of AS Baltika by issuing additionally up to one million (1,000,000) registered shares with the nominal value of 0,20 euros and with the issuance price of 0.20 euros per each share.
- To approve the key terms and conditions attached to the present decision and to increase the share capital to execute the share option program. Each share option grants its owner the right to acquire one (1) share of the Company.
- The eligible persons of this share option program are the members of the Management Board of the Company who are members in 2015-2016. The option agreement shall be entered into between the eligible persons and the Company, which terms and the representative of the Company to enter into the option agreement shall be determined by the Supervisory Board of the company.
- To exclude the pre-emptive right of shareholders to subscribe for the shares issued to execute the share option program.
- The subscription of the shares takes place within two years after the lapse of a period of three years from the execution of the option agreement with the eligible persons of the share option program.
- The Management Board of the Company may increase the share capital up to two hundred thousand (200,000) euros and the new share capital may be up to 8,358,970 euros. Should full amount of new shares be issued based on prior decisions on conditional share capital; the new share capital may be up to 10,028,970 euros.
- The new shares entitles to receive dividends from the financial year the shares were issued, provided that the list of persons authorized to receive dividends has not been determined before the issuance of shares.
The annual report 2014 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 Tallinn Stock Exchange on www.nasdaqomxbaltic.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 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 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.
Meelis Milder
Chairman of the Management Board
meelis.milder@baltikagroup.com
