Notice to convene annual general meeting
AS BALTIKA NOTICE 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 12h of April 2019, commencing at 10.30 a.m. Registration for the annual general meeting begins at 10 a.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 email@example.com 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. AS Baltika must receive the above-mentioned notifications by 11th of April 2019 4 p.m. at the latest.
Shareholders entitled to participate in the annual general meeting will be determined as at seven days before holding the general meeting, i.e. as at 4th April 2019 at the end of the working day of the Estonian register of securities Settlement System.
The agenda that has been approved by the Supervisory Board of AS Baltika on 20th of March 2019 and the proposed resolutions by the Management Board and Supervisory Board are as follows:
1. Approval of the 2018 Annual report
To approve the 2018 Annual report of AS Baltika as presented.
2. Profit allocation for 2018
To approve the 2018 consolidated net losses in the amount of EUR 5,119,236.
3. Recall of the member of the supervisory council
3.1 To recall Valdo Kalm from the supervisory council.
3.2 The supervisory council continues with four members.
4. Amendments to the Articles of Association
To amend the Articles of Association due to the reason that the nominal value of the share will be changed:
4.1 To amend the second sentence of Section 4.1.1 of the Articles of Association of the Company and approve the second sentence in the following wording:
The nominal value of each share is one (1) euros.
4.2 To approve the new version of the Articles of Association as attached.
5. Exchange of shares
5.1 To cancel all existing ordinary shares and to exchange the shares to the new shares so that each 10 existing shares shall be exchanged to 1 new share. The amount of share capital remains unchanged.
5.2 The list of shareholders who shall participate in the exchange of the shares shall be fixed on 2nd May 2019 at the end of the working day of the Estonian register of securities settlement system.
5.3 In case the shareholder has less than 10 existing shares, the shareholder shall receive 1 new share or in case the shareholder does not have so many shares that the shares can be exhanged by 10:1, the number of shares of the respective shareholder to be exchanged shall be rounded upwards. The existing shares needed to perform such exchange of the shares shall be taken with their consent from the shareholder KJK Fund SICSAV-SIF from their securities account which is held by ING Luxembourg S.A. AIF account.
6. Amendments to the Articles of Association
After the exhange of shares have taken place, to amend the Articles of Association due to the reason that the share capital of the Company will be changed and the nominal value of the share will be changed:
6.1 To amend the first sentence of Section 3.1 of the Articles of Association of the Company and approve the first sentence in the following wording:
The minimum amount of the share capital of the Company shall be EUR four hundred thousand (400,000) and the maximum amount of the share capital shall be EUR one million six hundred thousand (1,600,000).
6.2 To amend the second sentence of Section 4.1.1 of the Articles of Association of the Company and approve the second sentence in the following wording:
The nominal value of each share is 0.10 euros.
6.3 To approve the new version of the Articles of Association as attached.
7. Decrease of the share capital
To decrease the share capital in the remaining amount of losses EUR 4,012,972 after all reserves have been used to cover these losses by simplified reduction of the share capital as follows:
7.1 To decrease the share capital with three million six hundred seventy one thousand five hundred thirty six (3,671,536) euros.
7.2 The share capital is decreased by the reduction of the nominal value of the share with 0.90 euros per each share.
7.3 The share capital after the reduction of the share capital and after the reduction of the nominal value of the share shall be four hundred seven thousand nine hundred and forty nine (407,949) euros, which is divided into 4,079,485 new shares with the nominal value of 0.10 euros per share.
7.4 The list of shareholders who shall participate in the decrease of the share capital shall be fixed on 24 May 2019 at the end of the working day of the Estonian register of securities settlement system.
8. Increase of the share capital
8.1 To increase the share capital of AS Baltika by issuing additionally fifty million (50,000,000) ordinary shares with the nominal value of 0.10 euros with the issuance price of 0.10 euros.
8.2 The share capital of AS Baltika will be increased by five million (5,000,000) euros and the new amount of the share capital is 5,407,949 (five million four hundred seven thousand nine hundred and forty nine) euros.
8.3 Upon the increase of share capital the existing shareholders have the preferential right to subscribe for the new shares pro rata to their shareholding within two weeks from the beginning of the subscription period. The list of shareholders who have this preferential right shall be fixed on 1 July 2019 at the end of the working day of the Estonian register of securities settlement system.
8.4 The subscription for the shares takes place from 15 July 2019 until 7 August 2019 at 14.00.
8.5 The payment for the shares will be made in cash at the latest by 9 August 2019. The detailed instructions regarding the payment for the shares (including the place of payment) shall be given in the public offering and listing prospectus of AS Baltika.
8.6 If it becomes evident that shares are subscribed for in excess of the planned increase of share capital, to give the right to the management board to decide on the distribution of shares based on the number of subscribed for shares and on the cancellation of oversubscribed shares. If it becomes evident that shares are subscribed for in less of the planned increase of share capital, the management board may extend a subscription term or cancel shares which are not subscribed for during the subscription term. The management board may exercise these rights within fifteen days after the end of the subscription term.
8.7 The issued shares shall grant the right to dividends from the financial year the share capital was increased.
The 2018 Annual report of AS Baltika, the independent auditor’s report and other documents to be presented to the annual general meeting will be available to the shareholders from the date of the 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 CSD SE Estonian branch on www.nasdaqbaltic.com. Questions regarding the agenda items can be sent by email to firstname.lastname@example.org or posted to the company’s address.
At the annual general meeting, a shareholder is entitled to receive information about the company’s business and performance from the company’s Management Board. The Management Board may decide to withhold certain information if there is a 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 adopts 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