The annual general meeting of 2011 of AS Baltika was held at 10:00 a.m. on Wednesday, 11 May 2011 in the premises of Baltika at 24 Veerenni in Tallinn, Estonia. A total of 16 402 855 votes that represented 59.66% 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 2010
- Cancellation of preferred shares and conversion into ordinary shares
- Amendments to the Articles of Association
- Conversion of the share capital of the Company into euros and the alteration of the nominal value of the shares
- Amendments to the Terms and Conditions of convertible bonds (G-Bonds)
- Increase of the share capital
- Nomination of the auditor and the remuneration
Decisions of the annual general meeting:
- Approval of the annual report for 2010
- To approve the annual report of AS Baltika for 2010 as presented.
- To pay the holders of preferred shares a dividend under the terms and conditions provided in the currently valid articles of association.
The number of votes in favour of the resolution was 16,374,152representing 99.81% of the registered participants.
- Cancellation of preferred shares and conversion into ordinary shares
In order to grant the voting rights to the owners of the preferred shares as determined in clause 4.1.4 of the Articles of Association due to the term of expiry of the guaranteed dividend payments, to cancel the preferred shares and to grant one ordinary share instead of preferred share. Pursuant to Article 237 (4) the owners of the preferred shares have given their consent to the cancellation of preferred shares.
Pursuant to Article 346 of the Commercial Code a claim of the shareholder who wishes to subscribe and pay for the new shares against the Company may, by a resolution of the general meeting of shareholders, be set off against a payment for new shares if this does not damage the interests of the public limited company or of its creditors.
- In order to convert the preferred shares into ordinary shares, to cancel four million (4 000 000) preferred shares of the Company with the nominal value of ten (10) kroons and to decrease the share capital of the Company by forty million (40 000 000) kroons.
- To increase the share capital of the Company by forty million (40 000 000) kroons and to issue four million (4 000 000) ordinary shares to replace the cancelled shares with the nominal value of ten (10) kroons and with the issuance price of ten (10) kroons. The share capital shall remain to be three hundred fourteen million nine hundred forty eight thousand five hundred (314 948 500) kroons.
- The ordinary shares shall be issued in accordance with Article 12 (2) p 3 of the Securities Act to the owners of the preferred shares as follows:
ING LUXEMBOURG S.A. 2 346 990 ordinary shares;
Aktsiaselts Genteel 977 837 ordinary shares;
OÜ Renum Invest 400 000 ordinary shares;
OÜ BMIG 125 173 ordinary shares;
TENLION OÜ 150 000 ordinary shares
TOTAL 4 000 000 ordinary shares
- The shareholders waive their pre-emptive right to subscribe for the new shares pursuant to Article 345 of the Commercial Code.
- The ordinary shares shall be subscribed for on 11 May 2011 and the payments shall be made at the latest by 15 May 2011.
- The Company has to refund to the owners of the preferred shares the amounts paid to the share capital in 2009 due to the cancellation of the preferred shares as follows:
ING LUXEMBOURG S.A. 23 469 900 kroons;
Aktsiaselts Genteel 9 778 370 kroons;
OÜ Renum Invest 4 000 000 kroons;
OÜ BMIG 1 251 730 kroons;
TENLION OÜ 1 500 000 kroons
TOTAL 40 000 000 kroons
- The personas as determined in clause 2.3 have to pay upon the issuance of ordinary shares to the share capital of the Company as follows:
ING LUXEMBOURG S.A. 23 469 900 kroons
Aktsiaselts Genteel 9 778 370 kroons
OÜ Renum Invest 4 000 000 kroons;
OÜ BMIG 1 251 730 kroons;
TENLION OÜ 1 500 000 kroons
TOTAL 40 000 000 kroons
- To set off the claims deriving from the cancellation of preferred shares as determined in clause 2.6. against the Company against a payment for the ordinary shares. The claims shall be evaluated as contribution-in-kind pursuant to Article 346 of the Commercial Code. The evaluation has been performed by the Management Board pursuant to Article .4.3. of the Articles of Association and the evaluation has been verified by the auditing firm PricewaterhouseCoopers. Set off does not damage the interests of the Company or of its creditors.
The number of votes in favour of the resolution was 16,375,652 representing 99.82% of the registered participants.
- Amendments to the Articles of Association
- To amend the first sentence of Section 3.1 of the Articles of Association of the Company and approve the first sentence of Section 3.1 in the following wording:
The minimum amount of the share capital of the Company shall be EUR 10 000 000 (ten million) and the maximum amount of the share capital shall be EUR 40 000 000 (forty million).
- To amend the second sentence of Section 4.1.1 of the Articles of Association of the Company and approve the second sentence of Section 4.1.1. in the following wording:
The nominal value of each share is 0.70 euros.
- To amend the second sentence of Section 4.1.2. of the Articles of Association of the Company and approve the second sentence of Section 4.1.2. in the following wording:
The Company has one type of ordinary shares. Each share shall grant to the owner one vote at the general meeting of shareholders of the Company and the right to participate the general meeting of shareholders of the Company and profit distribution and in the distribution of assets in case of dissolution of the Company as well as other rights as provided by law or in the Articles of Association.
- To delete Sections 4.1.3. and 4.1.4. from the Articles of Association.
- To approve the new version of the Articles of Association.
The number of votes in favour of the resolution was 16,374,852 representing 99.81% of the registered participants.
- Conversion of the share capital of the Company into euros and the alteration of the nominal value of the shares
- In order to undertake the conversion of the share capital of the Company from kroons into euros, to increase the share capital from the equity without any monetary payments (fund emission) by EUR 1 917 517.60 (one million nine hundred seventeen thousand five hundred seventeen euros 60 cents).
- The new amount of the share capital of the Company is EUR 22 046 395 (twenty two million forty six thousand three hundred ninety five euros).
- Concurrently with the conversion of the share capital of the Company into euros, to undertake the conversion of the present nominal value of EEK 10 (ten) of the shares of the Company into euros and the increase of the nominal value of the shares by 0.06 euros for each share. The new nominal value of the shares of the Company shall be EUR 0.70 (zero point seventy euros).
- The fund emission will be carried out based on the annual report of the Company as of 31.12.2010 and in the amount of EUR 1 917 517.60 from reserve capital.
- The conversion of the nominal value of the shares from kroons into euros shall have no impact on the rights attached to the shares or on the ratio between the nominal value of the shares and the share capital. The Shareholders hold before as well as after the increase of the share capital and the increase of the nominal value of the shares and conversion of the share capital and the nominal value of the shares into euros the same % of the Company’s shares and of the votes represented by the shares,. Therefore the conversion does not cause prejudice to the rights and interests of the Shareholders.
- The rounding of the result of the conversion of the nominal value of the shares shall have no legal significance.
- The list of shareholders who shall participate in the increase of the share capital shall be fixed on 25 May 2011 at 23.59.
The number of votes in favour of the resolution was 16,374,852 representing 99.81% of the registered participants.
- Amendments to the Terms and Conditions of convertible bonds (G-Bonds)
- To amend the second sentence of the Terms and Conditions of Convertible bonds (Terms) for G-Bonds and approve this in the following wording:
Each Bond will give its owner the right to subscribe one (1) share of the Company with the nominal value of 0.70 euros.
- To amend the third sentence of Section 10 and approve this in the following wording:
To share capital of AS Baltika may be subscribed for and the share capital increased for the maximum of 1 850 000 new ordinary shares, e.g. in the maximum amount of one million two hundred ninety five thousand (1 295 000) euros.
- To amend the first and second sentence of Section 13 and approve them in the following wording:
The issuance price of the share (the Issuance Price) is 0.77 euros. The difference between the Issuance Price and the nominal value of the shares is the premium in the amount of 0.07 euros.
- To approve the new version of the Terms and Conditions of convertible bonds (G-Bonds).
The number of votes in favour of the resolution was 16,217,552 representing 98.86% of the registered participants.
- Increase of the share capital
- To increase the share capital of AS Baltika by issuing additionally three million one hundred fifty thousand (3 150 000) ordinary shares with the nominal value of 0.70 eurot with the issuance price of one (1) euro. The amount of premium is 0.30 euros per each share.
- The share capital of AS Baltika will be increased by two million two hundred and five thousand (2 205 000) euros and the new amount of the share capital is 24 251 395 (twenty four million two hundred fifty one thousand three hundred ninety five) euros.
- The new shares shall be offered to the shareholders and to new investors, whereby the shareholders have the preferential right to subscribe for the new shares pro rata to their shareholding. The list of shareholders who have this preferential right shall be fixed on 25 May 2011 at 23.59.
- To give to the present shareholders one (1) subscription right for each share. In order to perform the preferential right for the subscription of new shares, it is necessary to have ten (10) subscription rights. The explanation how to use the subscription rights in case the shareholders does not hold such number of shares that grants the right to subscribe for the whole number of shares, shall be given in the Offering and listing prospectus of AS Baltika.
- The subscription for the shares takes place from 7 June 2011 until 22 June 2011 at 14.00.
- The payment for the shares will be made in cash at the latest by 28 June 2011. The detailed instructions regarding the payment for the shares (including the place of payment) shall be given in the Offering and listing prospectus of AS Baltika.
- If it becomes evident that shares are subscribed for in excess of the planned increase of share capital, to give the right to the Management Board to decide on the distribution of shares based on the number of subscribed for shares and on the cancellation of oversubscribed shares. If it becomes evident that shares are subscribed for in less of the planned increase of share capital, the Management Board may extend a subscription term or cancel shares which are not subscribed for during the subscription term. The management board may exercise these rights within fifteen days after the end of the subscription term.
- The issued shares shall grant the right to dividends from the financial year the share capital was increased.
The number of votes in favour of the resolution was 16,149,687 representing 98.44% of the registered participants.
- Nomination of the auditor and the remuneration
- To elect the auditors of the Company for auditing the annual report of 2011 to be AS PricewaterhouseCoopers and to remunerate the auditors pursuant to the agreement entered into respectively.
The number of votes in favour of the resolution was 16,402,852 representing 99.98% of the registered participants.
Maigi Pärnik
CFO, Member of the Management Board
+372 630 2731