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AS Baltika Notice of the Annual General Meeting

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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 27 April
2015, commencing at ­­­1 p.m. Registration for the annual general meeting
begins at 12.30 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. Abovementioned
notifications shall be received by AS Baltika 24 April 2015 by 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 approved by the Supervisory Council of AS Baltika, Management Board
and Supervisory Council resolutions to be proposed: 

  1. Approval of the Annual report for 2014
     -- To approve the Annual report of AS Baltika for 2014 as presented.
     -- To approve the net loss of 2014 in the amount of 1,263,400 euros and to
        cover it from retained earnings.
  2. 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.
     -- To remunerate the members of the Supervisory Board as follows: the
        remuneration paid to the Chairman of the Supervisory Council is 650
        euros per month and the remuneration paid to the member of the
        Supervisory Council is 400 euros per month.
  3. Approval of the share option program and conditional increase of the share
     capital
.
     -- To increase conditionally the share capital of AS Baltika by issuing
        additionally up to one million (1,000,000) registered shares with the
        nominal value of 0,20 euros and with the issuance price of 0.20 euros
        per each share.
     -- To approve the key terms and conditions attached to the present decision
        and to increase the share capital to execute the share option program.
        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 the members of the
        Management Board of the Company who are members in 2015-2016. The option
        agreement shall be entered into between the eligible persons and the
        Company, which terms and the representative of the Company to enter into
        the option agreement shall be determined by the Supervisory Board of the
        company.
     -- To exclude the pre-emptive right of shareholders to subscribe for the
        shares issued to execute the share option program.
     -- The subscription of the shares takes place within two years after the
        lapse of a period of three years from the execution of the option
        agreement with the eligible persons of the share option program.
     -- The Management Board of the Company may increase the share capital up to
        two hundred thousand (200,000) euros and the new share capital may be up
        to 8,358,970 euros. Should full amount of new shares be issued based on
        prior decisions on conditional share capital; the new share capital may
        be up to 10,028,970 euros.
     -- The new shares entitles to receive dividends from the financial year the
        shares were issued, provided that the list of persons authorized to
        receive dividends has not been determined before the issuance of shares.

The annual report 2014 of AS Baltika, the independent auditor’s report and
other documents to be presented to the annual general meeting will be available
to shareholders from the date of 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.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 from the
company’s Management Board information about the company’s business and
performance. The Management Board may decide to withhold certain information if
there is 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
adopt 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. 



Meelis Milder
Chairman of the Management Board
[email protected]