Aktsiaselts Baltika Notice of the Extraordinary General Meeting
27 June 2023 - 2:40AM
Aktsiaselts Baltika Notice of the Extraordinary General Meeting
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 baltika@baltikagroup.com 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 20th 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:
- 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 4211
and Chapter 291 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
4211 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 4211 and
Chapter 291 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 3632 (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.
Questions regarding the agenda can be sent by email
to baltika@baltikagroup.com 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 baltika@baltikagroup.com.
Margus Olesk Member of the Management
Boardmargus.olesk@baltikagroup.com
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