Market announcement

Title

Notice of public offering of convertible bonds

Message

AS Baltika (registry code 10144415) (“Baltika”) announces public offering (the
“Offering”) of the convertible bonds (“Bond”) in Estonia. 

Convertible Bonds offered

The Offering comprises of 900 Bonds with issuance price of 5,000 euros, total
of 4,500,000 euros. The Bonds carry an annual interest rate of 6% and the term
of the Bonds is two years. Bond holder has a right to exchange Bonds for
Baltika’s shares at the end of Bonds term. Each Bond gives to its owner the
right to subscribe for 15,625 shares with the subscription price of 0.32 euros.
The convertible Bonds are offered to Baltika's shareholders and to the public
in Estonia. Also, investors outside Estonia may participate provided that they
act in accordance with the laws of their jurisdiction. The Offering shall take
place in Estonia. 

The Company's shareholders fixed in the share register on 14 July 2017 at 08:00
(Estonian time, GMT+3) shall be granted the pre-emptive right to subscribe for
the Bonds. Offer period starts from 14 July 2017 at 10:00 (Estonian time,
GMT+3) and terminates at 14:00 (Estonian time, GMT+3) on 16 August 2017 (the
“Offer Period”). 

The shareholders have a pre-emptive right for the Bonds in proportion to the
sum of the nominal value of the shareholder’s shares. 

Therefore shareholders will be entitled to a preferential allocation of Bonds
in the Offering before other investors. The Bonds that have not been allocated
in the course of the Preferential Allocation (i.e. Remaining Bonds) will be
divided pro rata to the subscription amount of current shareholders outstanding
Bonds subscriptions after Preferential Allocation and among investors who
subscribed for Bonds without any shareholders pre-emptive rights. 

The Offering is not guaranteed by any person in the meaning of the Securities
Market Act. However, KJK Fund Sicav-SIF, the largest shareholder of AS Baltika
has signed the obligation to subscribe for Bonds in the amount of 3,600,000
euros. KJK Fund Sicav-SIF will participate in the Offering as all other
investors. 

Procedure for subscription application and payment

The Management Board has nominated AS LHV Pank to act as an Agent and to
collect and accept the Subscription Applications, to collect payments and after
the allocation of Bonds return funds to investors to whom Bonds were allocated
less than subscribed for. 

An investor wishing to submit a Subscription Application should send the filled
and signed document to the Agent. Paper form Subscription Applications should
be sent to AS LHV Pank Tartu mnt 2, Tallinn. Digitally signed applications
should be sent to [email protected]. The Subscription Application is made public
together with the prospectus and is also available for download on
www.baltikagroup.com. 

An investor shall make the payment to the Agent account EE397700777000310434 by
no later than on 16 August 2017 at 16:00 (Estonian time, GMT+3). The
transaction amount to be transferred will be equal to the Offer Price
multiplied by the maximum number of Bonds subscribed. In a case where Investor
who is also holding J-Bonds would like to settle these with K-Bonds, the
transaction amount to be transferred will be equal to the Offer Price
multiplied by the maximum number of Bonds subscribed minus the settlement
amount (up to in a total amount of J-Bonds owned by Investor together with
accrued interest). 

If the allocation deviates from the amount of Bonds applied for, the funds
transferred to Agent account, or the part thereof (the amount in excess of
payment for the allocated Bonds) shall be returned by the Agent within three
banking days after the allocation is announced. 

Bonds shall be registered with the Estonian Central Registry of Securities
(Eesti Väärtpaberite Keskregister). The respective application shall be made
within three (3) business days to the Estonian Central Registry of Securities
from the Bonds Issue Date. 

Schedule for Offering

The following are indicative key dates related to the Offering.

08 May 2017                 The Annual General Meeting decides the issuance of  
                             Bonds                                              
14 July 2017 at 08:00       The list of shareholders is fixed for the use of    
 (Estonian time, GMT+3)      pre-emptive right to subscribe for the Bonds       
14 July 2017 at 10:00       Offer period commences to subscribe for the Bonds   
 (Estonian time, GMT+3)                                                         
20 July 2017                Unaudited financial results, second quarter and 6   
                             months of 2017                                     
26 July 2017 at 14:00       Application to exchange J-series convertible bonds  
 (Estonian time, GMT+3)      for K-series convertible bonds                     
16 August 2017 at 14:00     Offer period ends                                   
 (Estonian time, GMT+3)                                                         
16 August 2017 at 16:00     Payment term                                        
 (Estonian time, GMT+3)                                                         
16 August 2017              Issuance of Bonds                                   
17 August 2017              Publication of the results of the Offering          

Prospectus

Before participating in the Offering, we recommend investors carefully examine
the prospectus prepared for the Offering. The prospectus contains detailed
information concerning the Company and the Offering. 

The prospectus and its summary in Estonian are available in an electronic form
on the website of the Financial Supervision Authority (http://www.fi.ee) and on
the website of the Company (http://www.baltikagroup.com). A paper copy of the
prospectus and its summary in Estonian are available in the office of Baltika
at Veerenni 24, Tallinn, B entrance, 5th floor (on business days from 9:00 a.m.
to 5:00 p.m.) until the end of the Offer Period. 

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