Resolutions of the Extraordinary General Meeting
July 27 2023 - 6:30AM
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 https://baltikagroup.com/. 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
www.baltikagroup.com/annual-meeting/ 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 OleskMember of the Management Board,
CFOmargus.olesk@baltikagroup.com
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