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Notice of Annual General Meeting of Shareholders and the Agenda

The Management Board of Balti Kinnisvaraportfell AS (registry number 10830872, located in Tallinn, A. Lauteri 5) convenes the Annual General Meeting of Shareholders on 30 June 2014 at 10:00 a.m.
The Supervisory Board of Balti Kinnisvaraportfell AS has confirmed the agenda for Annual General Meeting as follows:

1. Approval of the Annual Report 2013
Proposal of the Management Board: to approve the 2013 Annual Report.
2. Distribution of profit
Proposal of the Management Board: not to distribute profit
3. Reduction of share capital and cancellation of own shares
Proposal of the Management Board: in relation to completion of the share buy-back program reduce Balti Kinnisvaraportfell AS share capital by cancellation 129 083 own shares (ordinary shares) that belong to Balti Kinnisvaraportfell AS. The extent of share capital reduction is EUR 64 541,5.
As a result of reduction of share capital, the company has 2 833 836 ordinary shares with the nominal value of EUR 0,5 and one preferred share with the nominal value of EUR 63,9. The new share capital shall be EUR 1 416 981,90.
4. Election of the auditor
Proposal of the Management Board: to appoint AS PricewaterhouseCoopers, registry code 10142876 as the new auditor, and to grant the Management Board sign an agreement for auditing of Annual Reports of the company for the next three years (2014, 2015 and 2016).

At the General Meeting, the shareholders are entitled to receive information on the activities of Balti Kinnisvaraportfell AS from the Management Board.

The Management Board may decide to withhold information if there is a reason to believe that the disclosure of information may cause significant damage to the Company’s interests. If the Management Board refuses to provide information, the shareholders may demand that the General Meeting decide on the legitimacy of their demand, or submit, within two weeks, an application to court in proceedings on petition to require the Management Board to provide the information.

Shareholders whose shares represent at least 1/10 of the share capital are entitled to request the inclusion of additional items in the agenda of the General Meeting, provided that the request is submitted 15 days prior to the General Meeting at the latest. Shareholders whose shares represent at least 1/10 of the share capital are entitled to present a draft resolution in writing on each agenda item no less than 3 days prior to the General Meeting.

The Annual Report, the report of the Supervisory Board, auditor´s report, answers given to shareholders regarding the agenda items, draft resolutions and other documents are available at the office of Balti Kinnisvaraportfell AS, located in Tallinn, A. Lauteri 5 on business days from 9:00 to 16:00 starting from the date of notification of the Annual General Meeting until the date of the Annual General Meeting.

In accordance with the Articles of Association of Balti Kinnisvaraportfell AS the shareholders with the right to vote are verified as of 30 June 2014 9:00 a.m.
Registration to the meeting starts at 30 June 2014 9:45 a.m. For the registration please present identity document, the representatives of the shareholders need a power of attorney in writing or other document evidencing authorisation.

In accordance with Commercial Code § 297 (4) shareholder or shareholder´s representative with written power of attorney are allowed to attend the meeting. The participation of representative does not take away the shareholder´s right to attend the General Meeting.

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