ARTICLES OF ASSOCIATION
Version from October 2014
1. Legal form, company and headquarters
1.1 The company is a stock company under Estonian law and directs the company 'aktsiaselts Balt-Hellin'.
1.2 The company headquarters are in Tartu, Estonia.
2. Purpose of the company
2.1 The purpose of the company is to carry out activities in the areas of
- international trade in foodstuffs,
- the food service industry,
- the sale of associated machines, facilities and work equipment,
- associated consultancy and information services
as well as undertaking all other business which is connected to activities in the areas named or which is appropriate to promote such activities.
2.2 The company is authorised to set up branch offices nationally and internationally as well as to found, acquire or take part in companies whose purpose corresponds to, is connected to or is suitable to promote point 2.1, nationally and internationally.
3. Business year
3.1 The business year is the calendar year.
Share capital and shares
4. Share capital and shares
4.1 The minimum amount of share capital is 319 000 (three hundred and nineteen thousand) euros and the maximum amount is 1 000 000 (one million) euros.
4.2 Shares of the stock company are assigned a nominal value of 80 (eighty) euros.
4.3 Payments on shares can be made in cash as well as by transferring material assets. Cash deposits are made to the corresponding company bank account. Material asset deposits may be any asset which can be valued in cash and is transferrable to the company or serve a property law in which execution is permitted. Material assets are valued accordingly and checked by a chartered accountant.
4.4 The company has the legally required reserves for covering losses or an increase in the share capital, the amount of which is at least 1/10 of the share capital. Until the named amount is reached, 1/20 of the net profit will be transferred into the legal reserves annually.
5. Sale and encumbrance of shares
5.1 Each shareholder is free to sell his shares to a different shareholder.
5.2 In the event of the sale of shares to a third party the remaining shareholders have a right to first refusal which is to be exercised within two months after a contract is presented for the share sale.
5.3 Shares may only be rented or pledged with the board of directors' approval resolution.
5.4 Shares may be inherited.
6. Company bodies
6.1 The company bodies are the board of directors, the supervisory board and the shareholders' meeting.
7. Board of directors
7.1 The company is managed and represented by the board of directors. The board of directors consists of at least one and at most three members. There is a head of the board if there is more than one member.
7.2 A member of the board of directors may not belong to the supervisory board at the same time. Insolvency proceedings may not be opened against a member of the board of directors and a member may not be unable to work or have lost the right to exercise activities as a proper businessman due to legal circumstances.
7.3 The board of directors is to manage the company and company business carefully and inform all shareholders in detail of the company's business situation when presenting the annual accounts.
7.4 The board of directors leads the company business within the power of representation which stipulates the articles of association and the board of directors' procedural rules. It can meet all asset and other provisions necessary for this and use and manage the company means available to it accordingly.
7.5 The company may only be represented by the head of the board of directors (exclusive power of representation principle). The remaining board of directors and authorised officers may not represent the company individually. They require the prior approval of a further board member or authorised officer in order to undertake business (joint power of representation principle).
7.6 The board of directors' area of activity is all encompassing both internally and in external relations, insofar as an activity is not the responsibility of the shareholder meeting or supervisory board or such a body has not acquired authority to perform the activity pursuant to the legal conditions. The board of directors may also delegate tasks from its area to third parties.
7.7 However, the board of directors requires the approval of the supervisory board in order to undertake business which exceeds the daily business activity. This is always business with a volume of over 1000,000.00 EUR. Moreover business which includes a sale, merger or termination of the company as well as sale or encumbrance of property or the adoption of guarantee for loans as well as the adoption of new business areas and the giving up of existing business areas, insofar as this is of significant importance for the company. Furthermore the standards of the Estonian trade legislation must be observed.
7.8 The board of director's procedural rules give more detailed regulations.
8. Supervisory board
8.1 The supervisory board monitors management and may view and check company books and documents. It consists of three to five members who may be appointed for three years or dismissed with effect immediately by the shareholders' meeting with a two third majority. It elects a chair and a representative from its ranks.
8.2 A supervisory board member may not belong to the board of directors at the same time. Insolvency proceedings may not be opened against a member of the supervisory board and a member may not be unable to work or have lost the right to exercise activities as a proper businessman due to legal circumstances.
8.3 Members of the supervisory board must maintain the confidentiality of all confidential information, reports and consultancies as well as company secrets, particularly operational and business secrets they become aware of as part of their activities as a supervisory board member.
8.4 Supervisory board meetings must be held regularly and at least each quarter. They are called by the chair or his representative. A meeting can be called if it is requested by a member of the supervisory board, the board of directors, an auditor or by the shareholders, provided their basic capital is at least five per cent. Members of the board of directors are authorised to take part in supervisory board meetings and offer advice provided the supervisory board chair or the supervisory board has not excluded their participation in individual cases.
8.5 The supervisory board makes decisions by resolution. The supervisory board may make resolutions when at least half of its members participate in decision making through agreement, rejection or abstention. A resolution is valid with a simple majority unless the legal conditions require something else as standard. Resolutions must be recorded.
8.6 Members of the supervisory board may hand in their vote via another supervisory board member (proxies) in the supervisory board meeting, insofar as they are prevented from attending themselves. Votes received via fax or using electronic media are also valid as a written vote.
8.7 The chair of the supervisory board, or in the event he is prevented his representative, can call about a supervisory board resolution by collecting written, telex or telephone declarations or by using other electronic media (circulation procedure). If a supervisory board member does not make a decision in the circulation procedure this is regarded as an approval for the circulation process itself but not in regard to the individual resolutions. Silence is considered abstention in regard to individual resolution proposals.
8.8 The supervisory board procedural rules provide more detailed regulations.
9. Shareholders' meeting
9.1 The annual general meeting takes place within the first six months of the end of the business year. It determines in particular the allocation of retained profit, the appointment of the annual auditor, discharging board of director members and supervisory board members, appointing members of the supervisory board and defining the annual accounts in the cases anticipated by law.
9.2 The general meeting takes place in the company headquarters or in a town in the Federal Republic of Germany.
9.3 The annual general meeting is called by the board of directors. A general meeting can also be called any time by the board of directors or the supervisory board and a general meeting can be called and an agenda created upon application by one or several shareholders, provided it or their proportion of the basic capital is at least 5 per cent.
9.4 A general meeting is called at least thirty days before the day by the end of which the shareholders are to register their participation in the meeting.
9.5 The chair of the supervisory board, or in the event he is unavailable his representative, is the chair of the general meeting. The general meeting will elect the chair in the event that the chair of the supervisory board or his representative is unavailable. Moreover, the supervisory board and the board of directors have a right to attend.
9.10 The general meeting may make resolutions if more than half the share capital is represented. If this is not the case, a general meeting with the same agenda which takes place in the following three months must be able to make a resolution.
9.11 Each share is granted a vote in the general meeting. The shareholders can assign a voting proxy. Assigning a proxy, revoking this and the proof of power of representation for the company require the written form.
9.12 General meeting resolutions regarding the liquidation of the company, mergers with other companies, the transfer of company assets or the transfer of profits are adopted with a majority of three quarters of the total basic capital with voting rights in the company. Moreover, the required majority for resolutions is determined according to legal regulations.
Annual accounts and allocation of profits
10. Annual accounts
10.1 The board of directors is to prepare the annual accounts and the progress report for the past business year within the first three months of the business year and, upon creation, immediately present these to the supervisory board and the annual accounts auditor. At the same time, the board of directors is to present the supervisory board the proposal he wishes to make to the general meeting for the allocation of retained profits.
10.2 The supervisory board is to check the annual accounts, the progress report and the proposal for the allocation of retained profits. After the report from the supervisory board regarding the result of its check is submitted, the board of directors must immediately call an annual general meeting which is to take place within the first six months of each business year. It determines the allocation of retained profits.
11. Allocation of profits
11.1 Retained profits which result from the annual accounts after carrying out tenders, value adjustments, accrued liabilities and reserves are distributed to shareholders, provided the general meeting has not decided on alternative allocation.
11.2 When the general meeting makes distributions it must be observed that at least 50% of the annual profits should be allocated within the company, provided 150% of the balance sheet total is covered by own capital. Distribution is also excluded if no annual profit was achieved in the previous business year.