Decisions of the annual general meeting


The annual general meeting of AS Baltika was held at 12:00 p.m. on Monday, 02 May 2016 in Baltika Quarter Moelava at 24 Veerenni in Tallinn, Estonia. 

A total of 24,375,743 votes that represented 59.75% 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 2015
  2. Amendments to the Articles of Association

 Decisions of the annual general meeting:

  1. Approval of the 2015 Annual report

1.1 To approve the 2015 Annual report of AS Baltika as presented.

1.2 To approve the net loss of 2015 in the amount of 6,359,196 euros and to cover it from retained earnings.

The number of votes in favour of the resolution was 20,929,325 representing 85.86% of the registered participants.

  1. Amendments to the Articles of Association

To amend company´s Articles of Association as follows:

2.1 To amend the second sentence of Section 5.2.5 of the Articles of Association of the Company and approve the second sentence of Section 5.2.5 in the following wording:

The notice calling the General Meeting shall set out the business name and location of the Company; the time, place and agenda of the General Meeting; a notation with regard to whether the meeting is ordinary or extraordinary, information regarding electronic participation and voting using electronic means and due date as well as other important circumstances related to the General Meeting.

2.2 To amend the Section 5.2.8 of the Articles of Association of the Company and approve the Section 5.2.8 in the following wording:

A list of shareholders who participate in the General Meeting, shall set out the names of the shareholders who participate in the meeting, the number of votes attached to their shares, form of participation of the meeting and, if a representative of a shareholder participates, the name of the representatives of the shareholder. If shareholder has voted by using electronic means, the list shall also specify the voting date. The chairman and the secretary of the meeting shall sign the list as well as all shareholders or representatives participating in the meeting.

2.3 To add Section 5.2.13 in the following wording:

Shareholders may vote on the draft resolutions prepared in respect to the items on the agenda of a general meeting by using electronic means prior to the general meeting if it is possible in a technically secure manner. The procedure of the electronic voting shall be determined by the management board. Voting by electronic means ends at the day of the General Meeting at 08.00 a.m.

2.4 To amend the Section 5.4.2 of the Articles of Association of the Company and approve the Section 5.4.2 in the following wording:

The Board shall consist of two (2) up to five (5) members who shall be elected by the Council for three (3) years.

2.5 To approve the new version of the Articles of Association as attached.

The number of votes in favour of the resolution was 24,375,741 representing 100.00% of the registered participants.

 

Meelis Milder
Chairman of the Management Board

meelis.milder@baltikagroup.com


Attachments

2016_ARTICLES OF ASSOCIATION OF THE PUBLIC LIMITED COMPANY BALTIKA.pdf