Börsiteade

Pealkiri

DECISIONS OF THE ANNUAL GENERAL MEETING

Teade

The annual general meeting of shareholders of AS Baltika was held at ­­­10.30
a.m. on Wednesday, 16th of May 2018 in Baltika Quarter Moelava Hall at 24
Veerenni in Tallinn.

A  total of 22,364,183 votes that represented  54.82% of the share capital of AS
Baltika  were  present  and  the  annual  general  meeting was competent to pass
resolutions.

The agenda of the annual general meeting was as follows:

 1. Approval of the 2017 Annual report
 2. Profit allocation for 2017
 3. Amendments to the Articles of Association
 4. Decrease of the share capital of the Company
 5. Approval of the share option program and conditional increase of the share
    capital
 6. Extension of the powers of Supervisory Board members and remuneration

Decisions of the annual general meeting:

 1. Approval of the 2017 Annual report

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

The number of votes in favour of the resolution was 22,364,183 representing
100.00% of the registered participants.

 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.

The  number of  votes in  favour of  the resolution  was 22,364,183 representing
100.00% of the registered participants.

 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.

The number of votes in favour of the resolution was 22,355,153 representing
99.96% of the registered participants.

 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 30th May 2018 at the end of the working day of the
    working day of the Estonian register of securities Settlement System.

The number of votes in favour of the resolution was 22,364,153 representing
100.00% of the registered participants.

 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.

The number of votes in favour of the resolution was 22,138,153 representing
98.99% of the registered participants.

 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  number of  votes in  favour of  the resolution  was 22,138,153 representing
98.99% of the registered participants.



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