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 16h of May
2018, commencing at ­­­10.30  a.m. Registration  for the  annual general meeting
begins at 10 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. AS
    Baltika must receive the above-mentioned notifications by 15th of May
    2018 4 p.m. at the latest.
    Shareholders entitled to participate in the annual general meeting will be
    determined as at seven days before holding the general meeting, i.e. as at
    8(th) May 2018 at the end of the working day of the Estonian register of
    securities Settlement System.

The agenda that has been approved by the Supervisory Board of AS Baltika on
22nd of March 2018 and the proposed resolutions by the Management Board and
Supervisory Board are as follows:

 1. Approval of the 2017 Annual report

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

 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.

 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.

 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 8th May 2018 at the end of the working day of the
    working day of the Estonian register of securities Settlement System.

 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.

 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  2017 Annual report of  AS Baltika, the  independent auditor's report, share
option  program terms and conditions 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 (http://www.baltikagroup.com/) and
at  the website  of the  NASDAQ CSD  SE Estonian  branch on www.nasdaqbaltic.com
(http://www.nasdaqomxbaltic.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]



Attachments

  * Share_option_program_2018 (https://prlibrary-
    eu.nasdaq.com/Resource/Download/56c8eb11-e2f0-4608-a51e-f2cf6a2b19f3)
  * 2018_ArticlesofAssociation_proj (https://prlibrary-
    eu.nasdaq.com/Resource/Download/4994c9f3-59b3-4994-b3ba-9646891483f6)