Notice of convening Annual General Meeting of shareholders of AS Linda Nektar
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 14:00 on 6 April 2021 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 13:30. Registration will end at 13:50.
The list of shareholders entitled to participate at the General Meeting will be fixed 7 (seven) days before the General Meeting, i.e. on 30 March 2021, as at the end of workday of Nasdaq CSD Estonian settlement system.
For registration, we kindly ask the participants to submit the following documents:
shareholders who are natural persons are required to submit their identity document; representatives must submit a written power of attorney;
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 email@example.com 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 2 April 2021.
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 9 March 2021, the agenda of the General Meeting together with the proposals of the Supervisory Board set forth under each agenda item is as follows:
Approval of Annual Report of AS Linda Nektar for Financial Year 2020
The proposal of the Supervisory Board is 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 net profit for the financial year 2020 is 65,523.77 euro. The proposal of the Supervisory Board is to:
1) allocate 3,276.19 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
The proposal of the Supervisory Board is 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 5,034 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 5,034 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
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 2021, and to remunerate the auditor for its auditing services in accordance with the contract to be entered into with the auditor.
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 2020 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 firstname.lastname@example.org.
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: email@example.com 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 firstname.lastname@example.org 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.
Member of the Management Board of AS Linda Nektar
Information prepared by:
AS Linda Nektar
Address: Kobela Borough, Antsla vald, 66407 Võrumaa, Estonia
Phone: +372 785 5768