Notice to convene annual general meeting
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 14 April 2020 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 7 April 2020, as at the end of workday of Nasdaq CSD Estonian settlement system.
For registration, we kindly ask the participants to submit the following documents:
1. shareholders who are natural persons are required to submit their identity document; representatives must submit a written power of attorney;
2. 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 firstname.lastname@example.org 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 10 April 2020.
Due to the pandemic spreading of the COVID-19 virus and the emergency situation announced by the Government 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 17 March 2020, the agenda of the General Meeting together with the proposals of the Supervisory Board set forth under each agenda item is as follows:
1. Approval of Annual Report of AS Linda Nektar for Financial Year 2019
The proposal of the Supervisory Board is to approve the Company’s annual report of the financial year 2019 in the form presented to the general meeting of shareholders.
2. Distribution of Profit, Covering of Loss
The net loss for the financial year 2019 is 44,597.51 euro. The proposal of the Supervisory Board is to:
1) cover the net loss for the 2019 financial year in the amount of 44,597.51 euro from the retained earnings;
2) pay dividends to the shareholders from the Company’s retained earnings in the amount of 0.08 euro per share, in the total amount of 126,008.72 euro;
3) after covering of loss and distribution of dividends from the retained earnings the Company’s retained earnings shall be 1,330,716.77 euro.
The date of fixing the list of shareholders for the purposes of dividend distribution (record date) is 28 April 2020, as of the end of workday of Nasdaq CSD Estonian settlement system. Dividends shall be paid to the shareholders by transfer to the bank account of the shareholders on 11 May 2020.
3. Appointment of an Auditor for Financial Year 2020 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 2020, 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 2019 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 email@example.com.
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: firstname.lastname@example.org 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 email@example.com 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