The Management Board of AS Linda Nektar (register code 10211034, hereinafter also referred to as the „Company“) convenes the annual general meeting of shareholders, to be held at 13:00 on 5 April 2022 at the conference room of the headquarters of AS LHV Pank (1st floor), address Tartu mnt 2, 10145 Tallinn, Estonia.

Registration of participants will start at the venue of the meeting at 12:30. Registration will end at 12:50.

The list of shareholders entitled to participate at the General Meeting will be fixed 7 (seven) days before the General Meeting, i.e. on 29 March 2022, as at the end of workday of Nasdaq CSD Estonian settlement system.

For registration, we kindly ask the participants to submit the following documents:

1. shareholders who are natural persons are required to submit their identity document; representatives must submit a written power of attorney;
2. the representative of a shareholder who is a legal person must submit a valid extract of the register where the person is registered and which provides the right of representation of the shareholder (legal representation) as well as the identity document. Representatives who are not legal representatives must also submit a valid written power of attorney.

A shareholder may inform the Company of the appointment of a representative or withdrawal of the power of attorney prior to the General Meeting, by sending the corresponding digitally signed notice to the e-mail address of the Company info@lindanektar.ee or by delivering the notice in a format which can be reproduced in writing to the Company's location at Valga mnt 4, Kobela, Antsla parish, Võru county, between 09:00 and 17:00 by using the respective forms published on the webpage of the Company located at http://www.lindanektar.ee/. Should a shareholder wish to inform the Company about the appointment of a representative or withdrawal of the power of attorney granted to a representative prior to the General Meeting, the corresponding notice must be delivered and received by the Company at the latest by 23:59 on 1 April 2022.

Due to the pandemic spreading of the COVID-19 virus we recommend the shareholders not to participate in the general meeting physically, and to perform the shareholders’ rights by proxy, instead. For the said purposes the forms of powers of attorney published on the webpage of the Company located at http://www.lindanektar.ee/ include voting instructions in respect of each item of the agenda and draft resolution. If the shareholder so wishes, he or she can indicate Kadri Rauba, member of the Management Board of the Company, as the authorised person. whose data is pre-filled in the form of the power of attorney.

Pursuant to the resolution adopted by the Company's Supervisory Board on 10 March 2022, the agenda of the General Meeting together with the proposals of the Supervisory Board set forth under each agenda item is as follows:

1. Approval of Annual Report of AS Linda Nektar for Financial Year 2021

The proposal of the Supervisory Board is to approve the Company’s annual report of the financial year 2021 in the form presented to the General Meeting of shareholders.

2. Distribution of Profit

The net profit for the financial year 2021 is 122,714.81 euro. The proposal of the Supervisory Board is to:

1. allocate 6,135.74 euro from the net profit to the mandatory legal reserve;  
2. pay dividends to the shareholders from the net profit of the financial year 2021 and from the Company’s retained earnings in the amount of 0.10 euro per share, in the total amount of 158,014.30 euro (gross);
3. following distribution of profit the Company’s retained earnings shall be 1,219,691.62 euro.

The list of shareholders entitled to receive dividends (record date) will be fixed on 22.04.2022 as of the end of workday of Nasdaq CSD Estonian settlement system. Consequently, the day of change of the rights related to shares (ex-dividend date) is 21.04.2022. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2021. Dividends shall be paid to the shareholders by transfer to the bank account of the shareholders on 29.04.2022.

3. Appointment of an Auditor for Financial Year 2022 and Determining Auditor’s Remuneration

The proposal of the Supervisory Board is to appoint Grant Thornton Baltic OÜ (register code: 10384467) as the auditor of the Company for the financial year 2022, and to remunerate the auditor for its auditing services in accordance with the contract to be entered into with the auditor.

4. Extending of Supervisory Board Members’ Authorities

The authorities of the Company’s Supervisory Board members Ernst Erik Hagström, Kuldar Leis, Margit Pill and Mats Arne Andersson will expire on 7.09.2022. It is proposed to extend the authorities of the Supervisory Board members for the next 5-year term. Remuneration principles of the Supervisory Board members shall remain unchanged.    

5. Extending of Share Option Programme

Company’s extraordinary meeting of shareholders adopted on 7.09.2017 a share option programme with the validity term until 7.09.2022 (5 years). The proposal of the Supervisory Board is to extend the  share option programme on the same terms and conditions for another 5-year term (i.e., as from 8.09.2022 until 8.09.2027). In connection with the extending of the share option programme:

(i)         to exclude in connection with the share options issued within the share option programme the pre-emptive right of the Company’s shareholders to subscribe for the new shares that are being issued for the purposes of performing the terms and conditions of the option programme;

(ii)         to authorize the Company’s Supervisory Board to grant the share options without receiving an each-time approval from the general meeting of shareholders, provided that the options and the option agreements that are being executed for the purpose of their issuance, are in compliance with the option programme.

All documents related to the annual General Meeting of the Company (including the notice on convening the General Meeting, the draft resolutions, the Company's annual report 2021 and other documents to be submitted to the General Meeting) will be available to the shareholders on the webpage of the Company located at http://www.lindanektar.ee/ and at the Company's location at Valga mnt 4, Kobela, Antsla parish, Võru county, during working days from 09:00 to 17:00 from the notification of convening the General Meeting until the day of the General Meeting.

All shareholders shall have the right to receive from the Management Board information on the Company's operations at the General Meeting. The Management Board may refuse to give information, if there is a reason to presume that this may cause significant damage to the interests of the Company. Where the Management Board refuses to give information, a shareholder may demand that the legality of the shareholder's demand be decided by the General Meeting or submit, within 2 weeks after the refusal, an application to a court in proceedings on petition in order to obligate the Management Board to give information.

Any questions regarding the agenda items of the General Meeting may be addressed to the Company's e‑mail address info@lindanektar.ee.

Shareholders, whose shares represent at least 1/10 of the share capital of the Company may demand the inclusion of additional items into the agenda of the annual General Meeting, if the corresponding claim is filed in writing at least 15 days prior to the General Meeting at the e-mail address: info@lindanektar.ee or to the Company's location at Valga mnt 4, Kobela, Antsla parish, Võru county.

Shareholders, whose shares represent at least 1/10 of the share capital of the Company, may submit to the Company in writing a draft resolution on each agenda item, by posting the draft to the e-mail address info@lindanektar.ee or to the Company's location at Valga mnt 4, Kobela, Antsla parish, Võru county. The draft must be submitted in electronic form or by e-mail so that it would be delivered to and received by the Company no later than 3 days before the General Meeting.

Kadri Rauba

Member of the Management Board of AS Linda Nektar