Market announcement

Title

AS Baltika notice of the annual general meeting

Message

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 [email protected]  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 
<p>1.1 To approve the 2015 Annual report of AS Baltika as presented.</p>
<p>1.2 To approve the net loss of 2015 in the amount of 6,359,196 euros and to
cover it from retained earnings.</p> 
  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 protected] 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. 



Meelis Milder
Chairman of the Management Board
[email protected]