Resolutions of the Extraordinary General Meeting
The extraordinary general meeting of shareholders of Aktsiaselts Baltika (the “General Meeting") was held at 9.30 a.m. on Thursday, 27th of July 2023 in Öpiku Conference Center in Tallinn at Valukoja 8.
The notice of the General Meeting together with the agenda was published on 26 June 2023 via the Nasdaq Tallinn Stock Exchange information system and on the website of Aktsiaselts Baltika at . The notice of the General Meeting was also published in Eesti Päevaleht of 27 June 2023.
12 shareholders registered for the General Meeting, whose shares represented 51 469 021 votes, which constitute 95,17% of all the votes represented by the share capital of Aktsiaselts Baltika, and thus the General Meeting had the necessary quorum to adopt the resolution on the matter on the agenda of the General Meeting.
The agenda of the General Meeting was 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.
The General Meeting adopted the following resolution:
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.
Voting results:
| For: | 48 758 078 votes | 94,73% of the votes represented at the General Meeting |
| Against: | 2 710 940 votes | 5,27% of the votes represented at the General Meeting |
| Impartial: | 3 votes | 0,00% of the votes represented at the General Meeting |
| Did not vote: | 0 votes | 0,00% of the votes represented at the General Meeting |
The resolution was adopted by 48 758 078 votes, which constitutes 94,73% of the votes represented at the General Meeting. At the General Meeting, the resolutions were adopted in accordance with the procedure for adopting resolutions set forth in the law and the Articles of Association of Aktsiaselts Baltika.
The minutes of meeting will be made available to the shareholders at the Aktsiaselts Baltika’s registered address and on the website of Aktsiaselts Baltika not later than 7 days after the end of the General Meeting.
Pursuant to Section 3699 subsection 1 of the Commercial Code, the management of Aktsiaselts Baltika will submit an application to the registrar of the Estonian Register of Securities for the transfer of the shares of minority shareholders to the Main Shareholder for a compensation of EUR 0.08 per share after the lapse of the 1-month period from the adoption of the resolution of the General Meeting. Pursuant to Section 3699 subsection 2 of the Commercial Code, the registrar will arrange, on the basis of the said management's application, the transfer of the shares to the account of the Main Shareholder against a payment corresponding to the compensation payable for the shares. The transfer of the shares to the account of the Main Shareholder and the simultaneous transfer of compensation to minority shareholders is scheduled to take place on or around 28.08.2023. The settlement of the transaction will be effected automatically and no steps need to be taken by the minority shareholders for the purposes thereof.
Margus Olesk
Member of the Management Board, CFO
