Resolutions of annual General Meeting of shareholders
The annual General Meeting of Shareholders of AS Linda Nektar (register code 10211034, registered address Valga mnt 4, Kobela, Antsla parish, Võrumaa; the Company) was held today, 6.04.2021. The meeting started at 14.00 and ended at 14.10. Altogether 5 shareholders participated at the meeting, the shares held by whom represent 90.96% of the entire share capital of the Company. Therefore, the meeting was eligible to adopt resolutions.
The agenda of the meeting was the following:
Approval of annual report of AS Linda Nektar for financial year 2020;
Distribution of profit;
Increase of share capital in connection with the option programme;
Appointment of an auditor for financial year 2021 and determining auditor’s remuneration
The meeting adopted the following resolutions:
Approval of Annual Report of AS Linda Nektar for Financial Year 2020
It was resolved to approve the Company’s annual report of the financial year 2020 in the form presented to the General Meeting of shareholders.
Distribution of Profit
The Company’s net profit for the financial year 2020 is 65,523.77 euro. It was resolved to:
1) allocate 3276.19 euro from the net profit to the mandatory legal reserve;
2) pay dividends to the shareholders from the net profit of the financial year 2020 and from the Company’s retained earnings in the amount of 0.10 euro per share.
The list of shareholders entitled to receive dividends (record date) will be fixed on 23.04.2021 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 22.04.2021. From this day onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2020. Dividends shall be paid to the shareholders by transfer to the bank account of the shareholders on 04.05.2021.
Increase of Share Capital in Connection with the Option Programme
It was resolved to increase the Company’s share capital in connection with the exercise of Mats Arne Andersson’s share option, on the following terms and conditions:
1. To increase the Company’s share capital by 5034 euro, as a result of which the Company’s share capital will increase from 1,575,109 euro to 1,580,143 euro.
2. The share capital will be increased by way of issuing Company’s new shares (ISIN: EE3100060344). During the increase of the share capital up to 5034 new ordinary shares of the Company, with the nominal value of 1 euro per share, will be issued. After the increase of the share capital, the Company will have a total of 1,580,143 ordinary shares. The increase of the Company’s share capital will not create any exceptions or special rights in connection with the Company’s ordinary shares.
3. The increase of the share capital is caused by the necessity to issue new shares to the Company’s Supervisory Board member Mats Arne Andersson, under the share option programme, adopted with the resolution of the general meeting, dated 08.09.2017, and the option agreement executed with the option beneficiary.
4. Pursuant to the resolution of the general meeting, dated 08.09.2017, which approved the Company's share option programme, the pre-emptive right to subscribe for the Company's new shares belongs to the participants of the share option programme, as determined by the Company's Supervisory Board, and with whom the Company has concluded a relevant option agreement (option beneficiaries). During this share capital increase the pre-emptive right to subscribe for the Company's new shares belongs to Mats Arne Andersson as the option beneficiary.
5. The pre-emptive right of the Company's shareholders to subscribe for the new shares during increase of the share capital is excluded.
6. The due date for exercising the pre-emptive right of subscription and the due date for subscribing shares is 16.04.2021. The subscription of shares shall be deemed valid, if the option beneficiary has (i) submitted the subscription note in a timely manner and (ii) made a payment for the subscribed shares in a timely manner in accordance with the resolution.
7. The issue price of one share is 1 euro per share. The shares are issued without a share premium.
8. The increase of the share capital and payment for the new shares will be carried out fully by way of monetary contributions to the Company’s bank account latest by 16.04.2021.
9. To grant to the Company’s Management Board a right to cancel the new shares which have not been subscribed for during the subscription period (and increase of share capital within the respective extent that the shares were not subscribed for) or extend the subscription period. The Management Board may exercise the afore mentioned rights within 15 days after the end of the subscription period (or upon expiry of such additional term upon extending the subscription period). Should the Company’s Management Board cancel the unsubscribed shares within 15 days as of the end of the subscription period, the subscription shall be deemed valid and successful and the increase of share capital within the extent subscribed for by the option holders shall be registered in the Estonian Register of Securities and in the commercial register pursuant to as stipulated in the resolution of the Company’s Management Board.
10. The new shares to be issued during the increase of share capital shall grant the right to dividend for the financial year started on 1.01.2020.
11. To instruct the Company’s Management Board to organise the admission to trading of the new shares on the Nasdaq First North Baltic Share List.
Appointment of an Auditor for Financial Year 2021 and Determining Auditor’s Remuneration
It was resolved to appoint Grant Thornton Baltic OÜ (register code: 10384467) as the auditor of the Company for the financial year 2021, and to remunerate the auditor for its auditing services in accordance with the contract to be entered into with the auditor.
All resolutions were adopted unanimously.
Member of Management Board
AS Linda Nektar
Address: Valga mnt 4, Kobela, Antsla parish, 66407 Võrumaa, Estonia
Telephone: +372 785 5768