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 8th of
May 2017, commencing at ­­­1.30 p.m. Registration for the annual general
meeting begins at 1 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 [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. AS Baltika must
receive the above-mentioned notifications by 5th of May 2017 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 that has been approved by the Supervisory Board of AS Baltika on
22nd of March and the proposed resolutions by the Management Board and
Supervisory Board are as follows: 

  1. Approval of the 2016 Annual report 

To approve the 2016 Annual report of AS Baltika as presented.

  1. Profit allocation for 2016

To approve the 2016 consolidated net profit in the amount of 177,035 euros.

To allocate the profit in amount of 177,035 euros to retained earnings.

  1. Issuance of the convertible bonds

Taking into consideration the need for additional financing:

- To conditionally increase the share capital of the Company by issuing nine
hundred (900) convertible bonds (K-Bonds) with the issuance price of 5,000
euros on the Terms and Conditions of Convertible Bonds (K-Bonds) as enclosed to
the present decision. 

- The list of shareholders, who are entitled to the pre-emptive subscription of
K-Bonds, shall be determined on 14th of July 2017 8 a.m. 

- Each K-Bond will give its owner the right to subscribe fifteen thousand six
hundred and twenty five (15,625) shares of the Company with a nominal value of
0.20 euros and with the subscription price of 0.32 euros. The premium is 0.12
euros per share. K-Bonds shall be issued with the term of two (2) years. The
subscription period is from 15th of July 2019 10 a.m. until 18th of August 2019
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 two million eight hundred and
twelve thousand five hundred (2,812,500) euros that means to issue fourteen
million sixty two thousand and five hundred (14,062,500) new shares of the
Company. The new share capital can be up to 10,971,470 euros. 

  1. Nomination of the auditor and the remuneration

In the opinion of the Supervisory Board, AS PricewaterhouseCoopers has provided
auditing, consulting and training services during the financial years of
2014-2016 in compliance with the agreements and the Supervisory Board has no
complaints regarding the auditing services. 

To appoint AS PricewaterhouseCoopers as the auditors of AS Baltika for auditing
the financial years 2017-2019 and to remunerate the auditors pursuant to the
agreement entered into respectively. 

The 2016 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 the shareholders from the date of the 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 a 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 adopts 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. 



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