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BLT: Decisions of the annual general meeting

Spekuliantai.lt | 2009-06-18 | NASDAQ OMX biržų naujienos | perskaitė: 1599
Raktiniai žodžiai: Baltika, BLT
BLT: Decisions of the annual general meeting

Baltika Decisions of annual general meeting 18.06.2009

Decisions of the annual general meeting

The annual general meeting of 2009 of AS Baltika was held at 10:00 a.m. on
Thursday, 18 June 2009 in the premises of Baltika at 24 Veerenni in Tallinn,
Estonia. A total of 10,551,453 votes that represented 56.59% 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 2008 annual report and profit distribution
2. Election and remuneration of the auditor
3. Election and remuneration of the members of the supervisory council
4. Amendment of the Articles of Association
5. Increase of the share capital
6. Issue of convertible bonds
7. Presentation of the Baltika Group's outlook for 2009

Decisions of the annual general meeting:

1. Approval of the 2008 annual report and profit distribution
- To approve the 2008 annual report of AS Baltika as presented and transfer the
net loss for the year ended at 31 December 2008 in the amount of 18,947 thousand
kroons (1,211 thousand euros) to the retained earnings.

The number of votes in favour of the resolution was 10,524,223 representing
99.74% of the registered participants.

2. Election and remuneration of the auditor
- To elect AS PricewaterhouseCoopers as the auditing company for the financial
year 2009 and remunerate the auditor pursuant to the agreement concluded.

The number of votes in favour of the resolution was 10,523,908 representing
99.74% of the registered participants.

3. Election and remuneration of the members of the supervisory council
- To elect for the next three years a supervisory council consisting of five
members as follows: Tiina Mõis, Reet Saks, Allan Remmelkoor, Andres Erm and
Lauri Kustaa Äimä.

Lauri Kustaa Äimä is a new member of the supervisory council. Mr Äimä is a
managing director of Kaima Capital Oy. Until February 2009 Mr Äimä was the
director and head of Eastern European investments at Danske Capital.

Mr Äimä's board memberships are the following: member of supervisory council of
AS Tallink Group, member of the board of Oy Tallink Silja Ab, member of
supervisory council of AS Salva Kindlustus, member of supervisory council of AS
Premia Foods, member of supervisory council of AS PKL, member of the board of
UAB Litagra, vice chairman of the board of BAN, member of the board of DCF Fund
II SICAV-SIF, chairman of the board of Amber Trust Management SA, chairman of
the board of Amber Trust II Management SA, member of the board of Bostads AB
Blåklinten.

Lauri Kustaa Äimä does not own Baltika shares.

- To continue remuneration of the members of the supervisory council in
accordance with the present terms.

The number of votes in favour of the resolution was 10,523,923 representing
99.74% of the registered participants.

4. Amendment of the Articles of Association
- To amend the Articles of Association of AS Baltika as follows:

To amend article 2 of the Articles of Association of the company as follows:
2. FIELD OF ACTIVITY
The field of activity of the company is to design, develop, produce and arrange
the sales of the fashion brands of clothing.

To amend article 3.2.5. of the Articles of Association of the company as
follows:
3.2.5. The Supervisory Council of the Company shall have the right within three
years after the date the amendments to the Articles of Association made by the
general meeting of shareholders on 18 June 2009 became effective, to increase
the Share Capital to an amount prescribed in the Articles of Association, but
not more than one half of the Share Capital, which existed at the time the
Supervisory Council received the right to increase the Share Capital by making
contributions, deciding on payment for shares by monetary or non-monetary
contributions.

To amend article 3.3.3. of the Articles of Association of the company as
follows:
3.3.3. The Management Board shall, within fifteen (15) days after the adoption
of the resolution on decrease of the Share Capital, send a written notice
concerning the new amount of the Share Capital to the known creditors of the
Company who have claims against the Company which predate the adoption of the
resolution on decrease of the Share Capital. The Management Board shall publish
a notice in an official publication Ametlikud Teadaanded. The notice shall
indicate that creditors are invited to submit their claims within two (2) months
after the publication of the notice.

To amend article 4 of the Articles of Association of the company as follows:
4.1. SHARES
4.1.1. The Share Capital of the Company shall be divided into shares
(hereinafter referred to as a “Share” or “Shares”). A nominal value of each
share is ten (10) kroons.
4.1.2. The Company shall have the following classes of Shares:
(a) registered shares with voting rights (hereinafter “Ordinary shares”) and
(b) preferred shares with limited voting rights (hereinafter “Preferred
shares”).
4.1.3. The Ordinary share shall grant its owner the right to participate in the
general meeting of shareholders of the Company, in the distribution of profit
and, upon dissolution of the Company, in the distribution of the remaining
assets, as well as other rights prescribed by law or the Articles of
Association. The Ordinary share shall grant its owner one vote at the general
meeting of shareholders of the Company.
4.1.4. The Preferred share shall grant its owner the right to participate in the
general meeting of shareholders of the Company and the right to vote when the
decision is made upon dissolution of the Company under the clause 5.2.9.(9),
also the preferential right upon distribution of profit and, upon dissolution of
the Company, of the remaining assets. Ten (10) percent (%) from the nominal
value of the Preferred share shall be paid to an owner of the Preferred share
within two years from the issuance of the Preferred shares and thereafter the
Preferred share shall have voting rights on all issues decided at the general
meeting of shareholders and the dividends are paid in the same amount as to the
owners of the Ordinary shares.

To amend the first sentence in article 5.3.2. of the Articles of Association of
the company as follows:
5.3.2. The Council shall have three (3) to seven (7) members.

To amend article 5.3.5.(4) of the Articles of Association of the company as
follows:
(4) deliver to the General Meeting a proposal in respect of each item on the
agenda;

To amend article 5.5.1. of the Articles of Association of the company as
follows:
5.5.1. The member of the Board shall be prohibited to participate in voting if
approval of the conclusion of a transaction between the member of the Board and
the Company is being decided, also if the conclusion of a transaction between
the Company and a legal entity, in which a member of the Board or a person
connected with him or her has a material participation, is being decided.

To amend article 5.5.2. of the Articles of Association of the company as
follows:
5.5.2. Persons connected with the members of the Board shall be determined
pursuant to the NASDAQ OMX Tallinn rules. A controlled company or a material
participation shall be determined pursuant to the NASDAQ OMX Tallinn rules.

To delete article 5.5.3. from the Articles of Association of the company.

To amend article 8.5. of the Articles of Association of the company as follows:
8.5. The payment of dividends shall be decided by the General Meeting. The
dividends payment resolution shall set out the amount of the profit to be
distributed as dividends, the amount of dividends and the time, place and
procedure of their payment. The Board has the right to make advance payments to
the shareholders with the consent of the Council after the end of a financial
year and before approval of the annual report on account of the presumed profit
in the amount of up to one half of the amount subject to distribution among the
shareholders.

- To approve the new text of the Articles of Association with the amendments as
described above.

The number of votes in favour of the resolution was 10,284,411 representing
97.47% of the registered participants.

5. Increase of the share capital
- To increase the share capital of AS Baltika by issuing up to four million new
shares with a nominal value of 10 kroons (0.64 euros) per share to institutional
investors. The share capital of AS Baltika shall be increased by up to 40
million kroons (2.56 million euros) and the new size of the share capital shall
be up to 226,448,500 kroons (14,472,697 euros).

The issued preferred shares shall grant its owner the preferential right to
receive dividends in the amount of 10% annually within two years from the
issuance of the preferred shares and thereafter shall have voting rights and
rights to receive dividends as stated in the Articles of Association.

Subscription for shares will take place during the period from 6 July until 10
July 2009. The shares will be paid for in cash to the bank account of AS Baltika
at Swedbank by July 10 2009.

To grant the management board the right to cancel the shares not subscribed for
in case the institutional investors do not subscribe for all the new shares. The
shareholders waive the right to subscribe for the shares issued under the
current resolution.

The number of votes in favour of the resolution was 10,490,826 representing
99.43% of the registered participants.

6. Issue of convertible bonds
- To issue 1,850,000 convertible bonds (G bonds) of AS Baltika with a par value
of 0.10 kroons (0.0064 euros) each in order to motivate the Baltika Group's
management under present complicated economic environment and as the two
previous bond issues, series E and F bonds, failed. The entire issue of bonds
shall be offered for subscription to management of Baltika's group of companies
as part of the motivation program for executive management. The shareholders
waive the right to participate in the subscription for convertible bonds.

The bonds will be issued with a total sales price of 185,000 kroons (11,824
euros). The bonds shall be subscribed for during the period from 22 June 2009
until 30 June 2009. Each bond entitles its holder to subscribe for one share of
the company with a nominal value of 10 kroons (0.64 euros).

The share subscription period shall be from 1 July 2012 until 31 December 2012.
The share subscription price is 12 kroons (0.77 euros). The price paid for the
bond shall be calculated as part of the payment for the share subscription
price.

The management board of AS Baltika shall pass the decision on the increase of
the share capital in the amount of par value of subscribed for and fully paid
shares within two months from the expiry of the date of the share subscription
period. As a result of the subscriptions the share capital of AS Baltika may be
increased by a maximum of 1,850,000 new shares, i.e. by a maximum of 18,500,000
kroons (1,182,365 euros).

The number of votes in favour of the resolution was 10,027,419 representing
95.03% of the registered participants.


Ülle Järv
CFO, Member of the Management Board
+372 630 2741

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