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ADOPTION OF RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF AS BATIKA WITHOUT CONVENING THE MEETING

Baltika
·4-min read

AS BALTIKA, registry code 10144415, located at Valukoja 10, Tallinn 11415, the Management Board proposes to the shareholders to adopt resolutions without convening a meeting in accordance with § 2991 of the Commercial Code. The proposal to adopt resolutions without convening a general meeting of shareholders is for the convenience of shareholders and to avoid gatherings due to COVID-19 pandemic.

Questions regarding the proposals to be decided can be sent in advance to the e-mail baltika@baltikagroup.com until April 9, 2021 and the answers to the relevant questions will be published on the website of AS Baltika www.baltikagroup.com.

In addition, shareholders will be able to participate in the webinar on April 20, 2021 at 2:00 pm, registering no later than April 19, 2021 at 3:00 pm by sending e-mail to baltika@baltikagroup.com. The webinar will be held in english. Recording of the webinar will be made available on companies website. It is not possible to participate in voting through the online seminar.

The list of shareholders entitled to vote for shareholders' resolutions will be fixed as of April 9, 2021 as of the end of the business day of the Nasdaq CSD settlement system.

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Resolutions of shareholders can be voted on in the period from April 14 to April 21, 2021 (inclusive). If a shareholder abstains, he/she shall be deemed to have voted against.

A shareholders have two options to cast their vote:

  1. By sending an e-mail to baltika@baltikagroup.com a ballot paper filled in and digitally signed or signed and scanned on paper by the voting shareholder or his/her authorized representative during the voting period.

  2. By submitting or sending a paper ballot paper completed and handwritten by a shareholder entitled to vote or his/her authorized representative to the office of AS Baltika at Valukoja 10, 11415, Tallinn, so that it arrives no later than 19 April at 16:00. In the absence of technical means, it is possible to fill in and sign the ballot paper at the above address at AS Baltika's office on working days between 9.00 and 16.00.

In order to enable the identification of a shareholder, the voting form sent by e-mail must be digitally signed. When sending a paper-signed and scanned ballot paper by e-mail or sending a paper-signed ballot paper by post, a copy of the personal data page of the shareholder's or shareholder's representative's identity document (e.g. passport or ID card) must be forwarded together with the ballot paper. The shareholder's representative must also forward a valid power of attorney in Estonian or English in a form that can be reproduced in writing. A shareholder may use a power of attorney form, which is available on the website of AS Baltika www.baltikagroup.com.
If the shareholder is a legal entity registered in a foreign country, please forward a copy of the extract from the relevant foreign commercial register, which shows the right of the representative to represent the shareholder (legal authorization). The extract must be in English or translated into Estonian or English by a sworn translator or an official equated to a sworn translator.

The proposals of the Management Board approved by the Supervisory Board regarding the decisions to be adopted are the following:

1. Approval of the annual report for 2020
To approve the annual report of AS Baltika for 2020 as submitted.

2. Distribution of profit for the financial year 2020
To approve the consolidated net loss for the financial year 2020 in the amount of 376,853 euros.

3. Extension of the term of office of the members of the Supervisory Board
Due to the expiration of the term, the terms of office of the members of the Supervisory Board Jaakko Sakari Mikael Salmelin, Lauri Kustaa Äimä and Reet Saks will be extended for the next 3-year term.

4. Appointment of the auditor and remuneration procedure
To appoint AS PricewaterhouseCoopers as the auditors of AS Baltika for auditing the financial year 2021-2022 and to remunerate the auditors pursuant to the agreement entered into respectively.

From the publication of this notice until the date of the general meeting, shareholders will be able to view the annual report of AS Baltika for 2020, the report of the independent sworn auditor and the website of AS Baltika at www.baltikagroup.com
and the website of the Estonian branch of NASDAQ CSD SE www.nasdaqbaltic.com. Questions about the agenda items of the Annual General Meeting can be submitted by e-mail to baltika@baltikagroup.com or by letter sent to the address of the public limited company.

The resolutions adopted by the shareholders will be published as a stock exchange announcement and on the website of AS Baltika no later than 30 April 2021 in accordance with § 2991 (6) of the Commercial Code.

Flavio Perini
Member of the Board, CEO
flavio.perini@baltikagroup.com


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