Published: 2015-04-27 15:02:14 CEST
Baltika
Minutes of annual general meeting

Decisions of the annual general meeting

The annual general meeting of AS Baltika was held at 1:00 p.m. on Monday, 27 April 2015 in Baltika Quarter Moelava at 24 Veerenni in Tallinn, Estonia. 

A total of 25,135,685 votes that represented 61.61% 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 2014
  2. Extension of the powers of Supervisory Board members and remuneration
  3. Approval of the share option program and conditional increase of the share capital

 Decisions of the annual general meeting:

  1. Approval of the Annual report for 2014
  • To approve the Annual report of AS Baltika for 2014 as presented.
  • To approve the net loss of 2014 in the amount of 1,263,400 euros and to cover it from retained earnings.

The number of votes in favour of the resolution was 25,133,885 representing 99.99% of the registered participants.

  1. Extension of the powers of Supervisory Board members and remuneration
  • In conjunction with expiry of the term of authorities of members of the Supervisory Council, to extend Jaakko Sakari Mikael Salmelin, Lauri Kustaa Äimä, Valdo Kalm, Tiina Mõis and Reet Saks the powers for the next 3 years term of authorities.
  • To remunerate the members of the Supervisory Board as follows: the remuneration paid to the Chairman of the Supervisory Council is 650 euros per month and the remuneration paid to the member of the Supervisory Council is 400 euros per month.

The number of votes in favour of the resolution was 24,481,672 representing 97.40% of the registered participants.

  1. Approval of the share option program and conditional increase of the share capital
  • To increase conditionally the share capital of AS Baltika by issuing additionally up to one million (1,000,000) registered shares with the nominal value of 0,20 euros and with the issuance price of 0.20 euros per each share.
  • To approve the key terms and conditions attached to the present decision and to increase the share capital to execute the share option program. Each share option grants its owner the right to acquire one (1) share of the Company.
  • The eligible persons of this share option program are the members of the Management Board of the Company who are members in 2015-2016. The option agreement shall be entered into between the eligible persons and the Company, which terms and the representative of the Company to enter into the option agreement shall be determined by the Supervisory Board of the company.
  • To exclude the pre-emptive right of shareholders to subscribe for the shares issued to execute the share option program.
  • The subscription of the shares takes place within two years after the lapse of a period of three years from the execution of the option agreement with the eligible persons of the share option program.
  • The Management Board of the Company may increase the share capital up to two hundred thousand (200,000) euros and the new share capital may be up to 8,358,970 euros. Should full amount of new shares be issued based on prior decisions on conditional share capital; the new share capital may be up to 10,028,970 euros.
  • The new shares entitles to receive dividends from the financial year the shares were issued, provided that the list of persons authorized to receive dividends has not been determined before the issuance of shares.

The number of votes in favour of the resolution was 24,324,372 representing 96.77% of the registered participants.

 

Meelis Milder
Chairman of the Management Board

meelis.milder@baltikagroup.com