The management board of J. Molner AS, registry code 16579077, address Akadeemia tee 21/5, 12618, Tallinn, Estonia (hereinafter the Company) published on May 5, 2025 pursuant to § 2991 subsections 1, 2 and 3 of the Commercial Code the draft resolutions for the adoption of shareholders’ resolutions without calling a meeting.
The list of shareholders entitled to vote was determined as at seven days before the voting term, i.e. on May 14, 2025 at the end of the business day of the settlement system of Nasdaq CSD Estonia. The Company has a total of 511 shareholders, who own a total of 1,686,001 shares.
The deadline for shareholders to submit their positions was on May 21, 2025 at 23:59 Estonian time. One shareholder of the Company submitted its vote, whose shares represent in total 1,600,000 votes, that forms 94.90% of all votes determined by shares. If a shareholder abstained, he/she was deemed to have voted against the resolution.
The shareholders of the Company adopted the following resolutions:
- Approval of the consolidated financial statements of the Company for the financial year 2024.
To approve the consolidated financial statements of the Company for the financial year 2024 as submitted to the General Meeting.
1,600,000 votes were in favour of the resolution i.e. 94.90% of all votes represented by shares, 86,001 votes opposed or did not vote i.e. 5.10% of all votes represented by shares, no one remained impartial. Thus, the resolution has been adopted in the wording above.
- Decision on covering the loss of financial year 2024
Direct the loss of the Company for the reporting year in the sum of EUR 2,438,621 to the accumulated loss of previous periods and cover the loss at the expense of profit from future periods.
1,600,000 votes were in favour of the resolution i.e. 94.90% of all votes represented by shares, 86,001 votes opposed or did not vote i.e. 5.10% of all votes represented by shares, no one remained impartial. Thus, the resolution has been adopted in the wording above.
- Approval of amendment of the option programme
Approve the amendment to the option programme whereby the realisation price for options of new members who have joined the Company after June 1, 2025 will be the share market price at the date of conclusion of the option agreement. Amend clause (iii) of the option programme approved by
the June 21, 2024 general meeting in the following wording:
“(iii) The realisation price for options will be (i) EUR 1.00 for the tranche of founding team options (clause (i)a.), and (ii) the share market price at the date of conclusion of the option agreement for new team members (clauses (i)b. and (i)c.);”
The remaining terms of the option programme approved by the June 21, 2024 general meeting remain unchanged.
1,600,000 votes were in favour of the resolution i.e. 94.90% of all votes represented by shares, 86,001 votes opposed or did not vote i.e. 5.10% of all votes represented by shares, no one remained impartial. Thus, the resolution has been adopted in the wording above.
For additional information please contact:
Sten Akel
J. Molner AS
CFO
+372 550 5259
s.akel@jmolner.com