Notice to convene annual general meeting
ADOPTION OF RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF AS BATIKA WITHOUT CONVENING THE MEETING
The Management Board of AS Baltika, registry code 10144415, address Veerenni 24, Tallinn 10135 proposes to the shareholders to adopt resolutions of the shareholders without convening a meeting pursuant to § 2991 of the Commercial Code. The proposal to adopt resolutions without convening a general meeting of shareholders is for the convenience of shareholders and to avoid gatherings due to COVID-19 pandemic.
Any questions of shareholders relating to the resolutions proposed can be sent in advance to the e-mail firstname.lastname@example.org until 7th August 2020 and answers to all relevant questions will be made public on website of AS Baltika on www.baltikagroup.com.
The list of shareholders entitled to vote the shareholders’ resolutions will be fixed on 7th August 2020 at the end of the business day of the NASDAQ CSD settlement system.
Resolutions of the shareholders can be voted in the period from 10th August to 16th August 2020 (inclusive). If a shareholder abstains, he/she shall be deemed to have voted against the resolutions.
A shareholder has two options for giving his/her vote:
- By e-mail to email@example.com during the voting period, by sending a digitally signed or signed on paper and scanned voting ballot filled in by the voting shareholder or his/her authorized representative.
- By submitting or sending filled-in voting ballot signed by hand by the voting shareholder or his/her authorized representative to the head-office of AS Baltika at Veerenni 24, 10135 Tallinn so that it arrives no later than 14 August at 4 pm (EET). In the absence of technical means, it is possible to fill in and sign the voting ballot at the office of AS Batika at the above address on working days between 9.00 and 16.00 (EET).
In order to enable the identification of a shareholder, the voting ballot sent by e-mail must be digitally signed. When sending a paper-signed and scanned voting ballot by e-mail or sending a paper-signed voting ballot by post, a copy of the personal data page (incl. document validity date) of the shareholder's or his / her representative's identity document (e.g. passport or ID card) must be sent with the voting ballot. The shareholder's representative must also forward a valid power of attorney in Estonian or English in a form that can be reproduced in writing. The shareholder may use a power of attorney form, which is available on website of AS Baltika on www.baltikagroup.com.
If the shareholder is a legal entity registered in a foreign country, please forward a copy of the extract from the relevant foreign commercial register, which shows the right of the representative to represent the shareholder (legal authorization). The statement must be in English or translated into Estonian or English by a sworn translator or an official equivalent to a sworn translator.
The proposals of the Management Board approved by the Supervisory Board are as follows:
- Approval of the 2019 Annual report
To approve the 2019 Annual report of AS Baltika as presented.
- Profit allocation for 2019
To approve the 2019 consolidated net losses in the amount of EUR 5,908,558.
- Recalling of the Supervisory Board member
- 3.1 To recall supervisory board member Tiina Mõis in light of her resignation application.
- 3.2 The Supervisory Board continues with four members.
- Nomination of the auditor and remuneration
To appoint AS PricewaterhouseCoopers as the auditors of AS Baltika for auditing the financial year 2020 and to remunerate the auditors pursuant to the agreement entered into respectively. The 2019 Annual report of AS Baltika, the independent auditor’s report and voting ballots will be available to the shareholders from the date of the release of this notice 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.
The resolutions adopted by the shareholders will be published as a stock exchange announcement and on the website of AS Baltika no later than 24th August 2020 in accordance with Commercial Code § 2991 (6).
Member of the Management Board, CEO