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Additional information on proposals of the annual general meeting
|The annual general meeting of 2009 of AS Baltika will be held at 10:00 a.m. on 18 June 2009 in the premises of Baltika at 24 Veerenni in Tallinn, Estonia.
|The agenda and proposals to the general meeting are as follows:
1. Approval of the 2008 annual report and profit distribution
- To approve the 2008 annual report of AS Baltika as presented and transfer the net loss for the year ended at 31 December 2008 in the amount of 18,947 thousand kroons (1,211 thousand euros) to the retained earnings.
2. Election and remuneration of the auditor
- To elect AS PricewaterhouseCoopers as the auditing company for the financial year 2009 and remunerate the auditor pursuant to the agreement concluded.
3. Election and remuneration of the members of the supervisory council
- To elect for the next three years a supervisory council, consisting of five members, as follows: Tiina Mõis, Reet Saks, Allan Remmelkoor, Andres Erm and Gert Tiivas; and to continue remuneration of the members of the supervisory council in accordance with the present terms.
4. Amendment of the Articles of Association
- To amend the Articles of Association of AS Baltika as follows:
To amend article 2 of the Articles of Association of the company as follows:
2. FIELD OF ACTIVITY
The field of activity of the company is to design, develop, produce and arrange the sales of the fashion brands of clothing.
To amend article 3.2.5. of the Articles of Association of the company as follows:
3.2.5. The Supervisory Council of the Company shall have the right within three years after the date the amendments to the Articles of Association made by the general meeting of shareholders on 18 June 2009 became effective, to increase the Share Capital to an amount prescribed in the Articles of Association, but not more than one half of the Share Capital, which existed at the time the Supervisory Council received the right to increase the Share Capital by making contributions, deciding on payment for shares by monetary or non-monetary contributions.
To amend article 3.3.3. of the Articles of Association of the company as follows:
3.3.3. The Management Board shall, within fifteen (15) days after the adoption of the resolution on decrease of the Share Capital, send a written notice concerning the new amount of the Share Capital to the known creditors of the Company who have claims against the Company which predate the adoption of the resolution on decrease of the Share Capital. The Management Board shall publish a notice in an official publication Ametlikud Teadaanded. The notice shall indicate that creditors are invited to submit their claims within two (2) months after the publication of the notice.
To amend article 4 of the Articles of Association of the company as follows:
4.1.1. The Share Capital of the Company shall be divided into shares (hereinafter referred to as a “Share” or “Shares”). A nominal value of each share is ten (10) kroons.
4.1.2. The Company shall have the following classes of Shares:
(a) registered shares with voting rights (hereinafter “Ordinary shares”) and
(b) preferred shares with limited voting rights (hereinafter “Preferred shares”).
4.1.3. The Ordinary share shall grant its owner the right to participate in the general meeting of shareholders of the Company, in the distribution of profit and, upon dissolution of the Company, in the distribution of the remaining assets, as well as other rights prescribed by law or the Articles of Association. The Ordinary share shall grant its owner one vote at the general meeting of shareholders of the Company.
4.1.4. The Preferred share shall grant its owner the right to participate in the general meeting of shareholders of the Company and the right to vote when the decision is made upon dissolution of the Company under the clause 5.2.9.(9), also the preferential right upon distribution of profit and, upon dissolution of the Company, of the remaining assets. Ten (10) percent (%) from the nominal value of the Preferred share shall be paid to an owner of the Preferred share within two years from the issuance of the Preferred shares and thereafter the Preferred share shall have voting rights on all issues decided at the general meeting of shareholders and the dividends are paid in the same amount as to the owners of the Ordinary shares.
To amend the first sentence in article 5.3.2. of the Articles of Association of the company as follows:
5.3.2. The Council shall have three (3) to seven (7) members.
To amend article 5.3.5.(4) of the Articles of Association of the company as follows:
(4) deliver to the General Meeting a proposal in respect of each item on the agenda;
To amend article 5.5.1. of the Articles of Association of the company as follows:
5.5.1. The member of the Board shall be prohibited to participate in voting if approval of the conclusion of a transaction between the member of the Board and the Company is being decided, also if the conclusion of a transaction between the Company and a legal entity, in which a member of the Board or a person connected with him or her has a material participation, is being decided.
To amend article 5.5.2. of the Articles of Association of the company as follows:
5.5.2. Persons connected with the members of the Board shall be determined pursuant to the NASDAQ OMX Tallinn rules. A controlled company or a material participation shall be determined pursuant to the NASDAQ OMX Tallinn rules.
To delete article 5.5.3. from the Articles of Association of the company.
To amend article 8.5. of the Articles of Association of the company as follows:
8.5. The payment of dividends shall be decided by the General Meeting. The dividends payment resolution shall set out the amount of the profit to be distributed as dividends, the amount of dividends and the time, place and procedure of their payment. The Board has the right to make advance payments to the shareholders with the consent of the Council after the end of a financial year and before approval of the annual report on account of the presumed profit in the amount of up to one half of the amount subject to distribution among the shareholders.
- To approve the new text of the Articles of Association with the amendments as described above.
5. Increase of the share capital
- To increase the share capital of AS Baltika by issuing up to 4 million new shares with a nominal value of 10 kroons (0.64 euros) per share to institutional investors. The share capital of AS Baltika shall be increased by up to 40 million kroons (2.56 million euros) and the new size of the share capital shall be up to 226,448,500 kroons (14,472,697 euros).
The issued preferred shares shall grant its owner the preferential right to receive dividends in the amount of 10% annually within two years from the issuance of the preferred shares and thereafter shall have voting rights and rights to receive dividends as stated in the Articles of Association.
To grant the management board the right to cancel the shares not subscribed for in case the institutional investors do not subscribe for all the new shares. The shareholders waive the right to subscribe for the shares issued under the current resolution.
6. Issue of convertible bonds
- To issue 1,850,000 (one million eight hundred and fifty thousand) convertible bonds (G bonds) of AS Baltika with a par value of 0.10 kroons (0.0064 euros) each in order to motivate the Baltika Group’s management under present complicated economic environment and as the two previous bond issues, series E and F bonds, failed. The entire issue of bonds shall be offered for subscription to management of Baltika’s group of companies as part of the motivation program for executive management under the terms and conditions of the convertible bonds.
The shareholders waive the right to participate in the subscription for convertible bonds.
7. Presentation of the Baltika Group’s outlook for 2009
Starting from 4 June 2009, the 2008 annual report of AS Baltika, proposals and other materials will be available for shareholders at the premises of AS Baltika at 24 Veerenni in Tallinn, room number 301 and on the website of Baltika at www.baltikagroup.com.
Before the annual general meeting the shareholders of AS Baltika can obtain additional information about the agenda and proposals to the general meeting by sending questions by e-mail to email@example.com.
CFO, Member of the Management Board
+372 630 2741