Börsiteade

Pealkiri

Aktsiaselts Baltika Notice of the Extraordinary General Meeting

Teade

By  a  market  announcement  published  earlier  on the date hereof, Aktsiaselts
BALTIKA  notified shareholders of the application  served by KJK BLTK Holding OÜ
(which transformation into public limited company has been completed on the date
of  this announcement; hereinafter  the "Main Shareholder")  for the takeover of
shares of minority shareholders of AS Baltika for conducting a merger and of the
entry  into  merger  agreement  with  the  Main  Shareholder.  In  the  referred
announcement, AS Baltika also notified the shareholders of its intention to call
the  general meeting of shareholders, the notice of and the detailed information
on which will be published by a separate market announcement.

Following  to this outlined in  the announcement referred to  above, a notice is
hereby   given   that   the   extraordinary   general  meeting  of  shareholders
of Aktsiaselts BALTIKA (registry number 10144415, address Valukoja tn 10, 11415
Tallinn) will be held at Öpik Conference Centre in Tallinn, Valukoja Str 8, 2nd
floor,   room   ?Komeet",  on 27th  of  July  2023, commencing at ­­­09.30  a.m.
Registration  for the extraordinary general meeting  begins at 09.00 a.m. in the
same location.

To attend the general meeting:

  * Natural person shareholders have to show a document verifying their
    identity; appointed proxies have to show also 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; appointed proxies have to show also a
    letter of authorization.

A  shareholder  may  notify  AS  Baltika  of  the  appointment of a proxy or the
withdrawal   of   authorization   before   the  general  meeting  by  sending  a
corresponding   digitally   signed  e-mail  message  to [email protected]
(mailto:[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, Valukoja
tn  10, 11415 Tallinn. AS Baltika must receive the above-mentioned notifications
by 26th of July 2023 4 p.m. at the latest.

Shareholders  entitled to participate in the  general meeting will be determined
as   at   seven   days   before   holding   the  general  meeting,  i.e.  as  at
20(th) July 2023 at  the  end  of  the  working  day of the Estonian register of
securities Settlement System.
The  agenda  and  draft  resolution  of  the  shareholder' general meeting is as
follows:

 1. Approval of the merger agreement concluded on 26.06.2023 between Aktsiaselts
    Baltika and KJK BLTK Holding OÜ, the takeover of shares of minority
    shareholders and delisting of Aktsiaselts Baltika's shares

To  approve  the  merger  agreement  concluded on 26.06.2023 between Aktsiaselts
Baltika  and  KJK  BLTK  Holding  OÜ  (which  transformation into public limited
company  has  been  completed  on  the  date of this announcement, registry code
16008469, address  Magasini  tn  29/2-5, 10138, the  "Main Shareholder") whereby
Aktsiaselts  Baltika as the company being acquired  will be merged with the Main
Shareholder  as the  acquiring company.  To approve  and decide  the takeover of
shares  of minority shareholders of Aktsiaselts  Baltika by the Main Shareholder
in  course of the merger in  accordance with Article 421(1) and Chapter 29(1) of
the  Estonian Commercial Code for a  monetary compensation of EUR 0.08 per share
of the Company. To approve and decide the delisting of the shares of Aktsiaselts
Baltika from the Baltic Main List of Nasdaq Tallinn Stock Exchange.

Additional explanations:

On  26.06.2023, Aktsiaselts  Baltika  and  the  Main Shareholder signed a merger
agreement  whereby Aktsiaselts Baltika will be merged with the Main Shareholder.
The Main Shareholder constitutes a holding company, whose main economic activity
is  to hold  shareholdings. The  Main Shareholder  holds 90,2% of  all shares in
Aktsiaselts  Baltika as  of the  date of  the merger  agreement and  the date of
publication  of this notification. Pursuant  to Section 421(1) of the Commercial
Code,  the Main Shareholder has submitted  to Aktsiaselts Baltika an application
for  the  takeover  of  the  shares  of the minority shareholders of Aktsiaselts
Baltika for conducting the merger, which will be carried out pursuant to Section
421(1) and Chapter 29(1) of the Commercial Code, for a cash consideration of EUR
0.08 per share in the company.

In  the  application,  the  Main  shareholder  requested  to convene the general
meeting  of shareholders of  the Aktsiaselts Baltika  to decide on the takeover,
the merger and the delisting of Aktsiaselts Baltika's shares.

The  amount of compensation payable to minority shareholders has been decided by
the  Main  Shareholder  in  accordance  with  Section 363(2) (1) of the Estonian
Commercial  Code (ECC) and  determined on the  basis of the  value of the shares
taken over which they had ten days prior to the date on which the invitation for
calling the general meeting was sent out.

As the result of the takeover of the shares held by the minority shareholders of
the  Company, the Main Shareholder will hold  100% of the shares of the Company.
Since  as a result of the takeover all the shares of the Company will be held by
the  Main  Shareholder,  then  under  Section  403(4) of  ECC, the shares of the
Company  shall not be exchanged and they shall become invalid as of the entry of
the  merger into the commercial register. No additional payments will be made in
connection with the merger.

The  members of the supervisory and  management board of Aktsiaselts Batlika are
not personally interested in the described merger.
The  draft  resolutions,  notarized  merger  agreement,  merger report, takeover
report,  audit  report,  annual  reports  and  other  relevant documents will be
available  to the shareholders from the date of the release of this notice until
the   date   of   the   general   meeting   at   the   website   of  AS  Baltika
on https://baltikagroup.com/merger/  and  at  the  website  of the NASDAQ CSD SE
Estonian                      branch                     on www.nasdaqbaltic.com
(https://www.globenewswire.com/Tracker?data=nOspC5QnxlU6StUpYslngzQgy7yA3V4fpN5K
rcqGPiCloH0y7AxYUSUP1RHZveBg-YSviEgALe2cdyM-iG9yOZRmmhMl2ubIbyucviroLhs=).
Questions  regarding the agenda can be sent by email to [email protected]
(mailto:[email protected]) or posted to the company's address.

At  the 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 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
General Meeting to AS Baltika, Valukoja tn 10, 11415 Tallinn or sending it my e-
mail to [email protected] (mailto:[email protected]).

Margus Olesk
Member of the Management Board
[email protected] (mailto:[email protected])