DECISIONS OF THE ANNUAL GENERAL MEETING

DECISIONS OF THE ANNUAL GENERAL MEETING

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Date16 May 2018
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Categories

The annual general meeting of shareholders of AS Baltika was held at ­­­10.30 a.m. on Wednesday, 16th of May 2018 in Baltika Quarter Moelava Hall at 24 Veerenni in Tallinn.  

A total of 22,364,183 votes that represented 54.82% of the share capital of AS Baltika were present and the annual general meeting was competent to pass resolutions.

The agenda of the annual general meeting was as follows:

  1. Approval of the 2017 Annual report
  2. Profit allocation for 2017
  3. Amendments to the Articles of Association
  4. Decrease of the share capital of the Company
  5. Approval of the share option program and conditional increase of the share capital
  6. Extension of the powers of Supervisory Board members and remuneration

Decisions of the annual general meeting:

  1. Approval of the 2017 Annual report   
  • To approve the 2017 Annual report of AS Baltika as presented.

The number of votes in favour of the resolution was 22,364,183 representing 100.00% of the registered participants.

  1. Profit allocation for 2017
  • To approve the 2017 consolidated net profit in the amount of 57,764 euros.
  • To allocate the profit in amount of 57,764 euros to retained earnings. 

The number of votes in favour of the resolution was 22,364,183 representing 100.00% of the registered participants.

  1. Amendments to the Articles of Association   

To amend the articles of Association due to the reason that the share capital of the Company will be changed and legal need to specify determination of entitled shareholders:

  • To amend the first sentence of Section 3.1 of the Articles of Association of the Company and approve the first sentence of Section 3.1 in the following wording:
    The minimum amount of the share capital of the Company shall be EUR four million (4,000,000) and the maximum amount of the share capital shall be EUR sixteen million (16,000,000).
  • To amend the second sentence of Section 4.1.1 of the Articles of Association of the Company and approve the second sentence of Section 4.1.1. in the following wording:
    The nominal value of each share is 0.10 euros.
  • To amend the second sentence of Section 5.2.7 of the Articles of Association of the Company and approve the second sentence of Section 5.2.7. in the following wording:
    The persons authorised to participate at the General Meeting shall be determined seven calendar days before General Meeting at the end of the working day of the Estonian register of securities Settlement System.
  • To approve the new version of the Articles of Association as attached.

The number of votes in favour of the resolution was 22,355,153 representing 99.96% of the registered participants.

  1. Decrease of the share capital of the Company   

In order to cover the losses after the use of all reserves in the amount of 2,973,221 euros, to decrease the share capital in simplified way as follows:

  • To reduce the share capital of the Company by four million seventy nine thousand four hundred eighty five (4,079,485) euros.
  • The reduction of the share capital is decided by the way of reduction of the nominal value of the share and to decrease the nominal value of each share by 0.10 euros.
  • The new amount of the share capital of the Company after the reduction of share capital and reduction of nominal value of the shares is four million seventy nine thousand four hundred eighty five (4,079,485) euros, which is divided into 40,794,850 shares with the nominal value of 0.10 euros.
  • The list of shareholders who shall participate in the decrease of the share capital shall be fixed 30th May 2018 at the end of the working day of the working day of the Estonian register of securities Settlement System.

The number of votes in favour of the resolution was 22,364,153 representing 100.00% of the registered participants.

  1. Approval of the share option program and conditional increase of the share capital  
  • Under the share option program Company issues up to one million (1,000,000) share options. Each share option grants its owner the right to acquire one (1) share of the Company.
  • The eligible persons of this share option program are Company and legal persons belonging to the same Group key persons, members of the Management Board and managers of the Company who are members in 2018 and 2019 as elected by the Supervisory Council (the Eligible persons).
  • The number of share options issued to eligible persons shall be determined by the Supervisory Council of the Company under the terms and conditions of share option program attached to the current resolution.
  • The price for exercising the share option shall be EUR 0.10 for one share.
  • The company will issue up to one million (1,000,000) new shares to execute the share option program.
  • In order to execute the share option program the share capital is conditionally increased up to one hundred thousand (100,000) euros
  • The new shares give the right to receive dividends from the financial year when they were issued, provided that the list of shareholders eligible to receive dividends has not been set prior to the emission of shares.
  • The Management Board of the Company may increase the share capital up to one hundred thousand (100,000) euros and the new share capital may be up to 7,157,610 euros.

The number of votes in favour of the resolution was 22,138,153 representing 98.99% of the registered participants.

  1. Extension of the powers of Supervisory Board members and remuneration 
  • In conjunction with expiry of the term of authorities of members of the Supervisory Council, to extend Jaakko Sakari Mikael Salmelin, Lauri Kustaa Äimä, Valdo Kalm, Tiina Mõis and Reet Saks the powers for the next 3 years term of authorities.

The number of votes in favour of the resolution was 22,138,153 representing 98.99% of the registered participants.

Maigi Pärnik-Pernik
Member of the Management Board
[email protected]

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