AS Baltika Notice and Agenda of the Annual General Meeting
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 28 April 2014, 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 firstname.lastname@example.org 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 received by 25 April 2014 by 4 p.m. at the latest.
Shareholders entitled to participate in the annual general meeting will be determined as of 8 a.m. at the date of the annual general meeting of AS Baltika.
The agenda presented by the Management Board and approved by the Supervisory Council of AS Baltika and the resolutions to be proposed:
1. Approval of the Annual report for 2013
- To approve the Annual report of AS Baltika for 2013 as presented.
- To approve the profit of 2013 in the amount of 101,538 euros and to allocate it to retained earnings.
2. Nomination of the auditor and the remuneration
- To elect the auditors of the Company for auditing the financial year 2014-2016 to be Aktsiaselts PricewaterhouseCoopers and to remunerate the auditors pursuant to the agreement entered into respectively.
3. Issuance of the convertible bonds
Taking into consideration the need for additional financing;
-To conditionally increase the share capital of the Company and to issue six hundred (600) convertible bonds (J-Bonds) with the issuance price of 5,000 euros on the Terms and Conditions of Convertible Bonds (J-Bonds) as enclosed to the present decision. - The list of shareholders, who are entitled to the pre-emptive subscription of J-Bonds, shall be determined on 14 July 2014 8 a.m.
- Each J-Bond will give its owner the right to subscribe ten thousand (10,000) shares of the Company with the subscription price of 0.50 euros. The premium is 0.30 euros. J-Bonds shall be issued with the term of three (3) years. The subscription for the shares will take place from 15 July 2017 10 a.m. until 30 July 2017 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 one million two hundred thousand (1,200,000) euros that means to issue six million (6,000,000) new shares of the Company. The new share capital could be up to 9,828,970 euros.
The annual report 2013 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 OMX Tallinn Stock Exchange on www.nasdaqomxbaltic.com. Questions regarding the agenda items can be sent by email to email@example.com.
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.
Member of the Management Board