The annual general meeting of AS Baltika was held at 01:30 p.m. on Monday, 08 May 2017 in Baltika Quarter Moelava at 24 Veerenni in Tallinn, Estonia.
A total of 24,010,722 votes that represented 58.86% 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 2016
- Profit allocation for 2016
- Issuance of the convertible bonds
- Nomination of the auditor and the remuneration
Decisions of the annual general meeting:
- Approval of the 2016 Annual report
To approve the 2016 Annual report of AS Baltika as presented.
The number of votes in favour of the resolution was 24,010,722 representing 100.00% of the registered participants.
- Profit allocation for 2016
To approve the 2016 consolidated net profit in the amount of 177,035 euros.
To allocate the profit in amount of 177,035 euros to retained earnings.
The number of votes in favour of the resolution was 24,010,722 representing 100.00% of the registered participants.
- Issuance of the convertible bonds
- To conditionally increase the share capital of the Company by issuing nine hundred (900) convertible bonds (K-Bonds) with the issuance price of 5,000 euros on the Terms and Conditions of Convertible Bonds (K-Bonds) as enclosed to the present decision.
- The list of shareholders, who are entitled to the pre-emptive subscription of K-Bonds, shall be determined on 14th of July 2017 8 a.m.
- Each K-Bond will give its owner the right to subscribe fifteen thousand six hundred and twenty five (15,625) shares of the Company with a nominal value of 0.20 euros and with the subscription price of 0.32 euros. The premium is 0.12 euros per share. K-Bonds shall be issued with the term of two (2) years. The subscription period is from 15th of July 2019 10 a.m. until 18th of August 2019 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 two million eight hundred and twelve thousand five hundred (2,812,500) euros that means to issue fourteen million sixty two thousand and five hundred (14,062,500) new shares of the Company. The new share capital can be up to 10,971,470 euros.
The number of votes in favour of the resolution was 24,010,722 representing 100.00% of the registered participants.
- Nomination of the auditor and the remuneration
To appoint AS PricewaterhouseCoopers as the auditors of AS Baltika for auditing the financial years 2017-2019 and to remunerate the auditors pursuant to the agreement entered into respectively.
The number of votes in favour of the resolution was 24,007,722 representing 99.99% of the registered participants.
Maigi Pärnik-Pernik
Member of the Management Board
maigi.parnik@baltikagroup.com