AS BALTIKA NOTICE OF THE ANNUAL GENERAL MEETING 2016
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 02 May 2016, commencing at 12 p.m. Registration for the annual general meeting begins at 11.30 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 firstname.lastname@example.org 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. Abovementioned notifications shall be received by AS Baltika 29 April 2016 by 4 p.m. at the latest.
Shareholders entitled to participate in the annual general meeting will be determined as at 8 a.m. at the date of the annual general meeting of AS Baltika.
The agenda approved by the Supervisory Council of AS Baltika, Management Board and Supervisory Council resolutions to be proposed:
1. Approval of the 2015 Annual report
1.1 To approve the 2015 Annual report of AS Baltika as presented.
1.2 To approve the net loss of 2015 in the amount of 6,359,196 euros and to cover it from retained earnings.
2. Amendments to the Articles of Association
To amend company´s Articles of Association as follows:
2.1 To amend the second sentence of Section 5.2.5 of the Articles of Association of the Company and approve the second sentence of Section 5.2.5 in the following wording:
The notice calling the General Meeting shall set out the business name and location of the Company; the time, place and agenda of the General Meeting; a notation with regard to whether the meeting is ordinary or extraordinary, information regarding electronic participation and voting using electronic means and due date as well as other important circumstances related to the General Meeting.
2.2 To amend the Section 5.2.8 of the Articles of Association of the Company and approve the Section 5.2.8 in the following wording:
A list of shareholders who participate in the General Meeting, shall set out the names of the shareholders who participate in the meeting, the number of votes attached to their shares, form of participation of the meeting and, if a representative of a shareholder participates, the name of the representatives of the shareholder. If shareholder has voted by using electronic means, the list shall also specify the voting date. The chairman and the secretary of the meeting shall sign the list as well as all shareholders or representatives participating in the meeting.
2.3 To add Section 5.2.13 in the following wording:
Shareholders may vote on the draft resolutions prepared in respect to the items on the agenda of a general meeting by using electronic means prior to the general meeting if it is possible in a technically secure manner. The procedure of the electronic voting shall be determined by the management board. Voting by electronic means ends at the day of the General Meeting at 08.00 a.m.
2.4 To amend the Section 5.4.2 of the Articles of Association of the Company and approve the Section 5.4.2 in the following wording:
The Board shall consist of two (2) up to five (5) members who shall be elected by the Council for three (3) years.
2.5 To approve the new version of the Articles of Association as attached.
The 2015 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 shareholders from the date of 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 Tallinn Stock Exchange on www.nasdaqbaltic.com. Questions regarding the agenda items can be sent by email to email@example.com 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 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 adopt 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.
Chairman of the Management Board
Annual General Meeting materials:
- Report of the Supervisory Board of AS Baltika concerning the Annual Report 2015
- Articles of Association of the Public Limited Company Baltika
- Authorisation Document (in EST)
- Notice of Withdrawal of the Authorisation Document (in EST)
- AS Baltika Annual Report 2015
- Decisions of Annual General Meeting
- Official Record of Annual General Meeting (in EST)