AS Baltika Announces Agenda of Annual General Meeting
OREANDA-NEWS. 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 28 April 2014, commencing at 1 p.m. Registration for the annual general meeting begins at 12.30 p.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 <mailto:email@example.com> 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 received by 25 April 2014 by 4 p.m. at the latest.
Shareholders entitled to participate in the annual general meeting will be determined as of 8 a.m. at the date of the annual general meeting of AS Baltika.
The agenda presented by the Management Board and approved by the Supervisory Council of AS Baltika and the resolutions to be proposed:
1. Approval of the Annual report for 2013
- To approve the Annual report of AS Baltika for 2013 as presented.
- To approve the profit of 2013 in the amount of 101,538 euros and to allocate it to retained earnings.
2. Nomination of the auditor and the remuneration
- To elect the auditors of the Company for auditing the financial year 2014-2016 to be Aktsiaselts PricewaterhouseCoopers and to remunerate the auditors pursuant to the agreement entered into respectively.
3. Issuance of the convertible bonds
Taking into consideration the need for additional financing;
-To conditionally increase the share capital of the Company and to issue six hundred (600) convertible bonds (J-Bonds) with the issuance price of 5,000 euros on the Terms and Conditions of Convertible Bonds (J-Bonds) as enclosed to the present decision. - The list of shareholders, who are entitled to the pre-emptive subscription of J-Bonds, shall be determined on 14 July 2014 8 a.m.
- Each J-Bond will give its owner the right to subscribe ten thousand (10,000) shares of the Company with the subscription price of 0.50 euros. The premium is 0.30 euros. J-Bonds shall be issued with the term of three (3) years. The subscription for the shares will take place from 15 July 2017 10 a.m. until 30 July 2017 2 p.m.
- Upon the subscription of the shares, the Management Board of the Company has the right to increase the share capital by up to one million two hundred thousand (1,200,000) euros that means to issue six million (6,000,000) new shares of the Company. The new share capital could be up to 9,828,970 euros.