Decisions of the shareholders - adoption of resolutions of the General Meeting without calling a meeting

The management board of J. Molner AS, registry code 16579077, address Akadeemia tee 21/5, 12618, Tallinn, Estonia (hereinafter the Company) published on November 25, 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 November 27, 2025 at the end of the business day of the settlement system of Nasdaq CSD Estonia. The Company has a total of 483 shareholders, who own a total of 1,686,001 shares.

The deadline for shareholders to submit their positions was on December 04, 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:

1. Adoption of new Articles of Association.

To adopt new Articles of Association for the Company in the form presented 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 was adopted in the wording above.

2. To approve the transaction related to the restructuring of the Company’s capital structure.

In connection with the restructuring of the Company’s capital structure, approve the transaction whereby the creditor of the Company and its subsidiary The J. Molner Company OÜ, Matthew J. Halvorsen, transfers his claims arising from loan agreements in the amount of EUR 4,979,790 to the Company and, in exchange, acquires up to a 9.9% shareholding in the Company, under the following main conditions:

1. The Company will pay for the loan claims to Matthew J. Halvorsen by issuing new shares of the Company, whereby the subscription price of the Company’s shares will be determined according to the market price, and upon the issuance of new shares, Matthew J. Halvorsen will pay for the shares by way of a non-monetary contribution in the form of loan claims in the amount of EUR 4,979,790.
2. In accordance with section 2.4 of the new Articles of Association of the Company, the Supervisory Board of the Company is authorized to increase the Company’s share capital and issue new shares of the Company to Matthew J. Halvorsen. The final terms of the share capital increase will be decided by the Supervisory Board of the Company, considering that the shareholding to be acquired by Matthew J. Halvorsen in the Company shall not exceed 9.9%.
3. The right to subscribe for the new shares will be granted exclusively to Matthew J. Halvorsen, and the pre-emptive subscription rights of the existing shareholders will be excluded.

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 was adopted in the wording above.

3. Exclusion of pre-emptive subscription rights.

Exclude the pre-emptive subscription right of the shareholders of the Company upon the increase of Company’s share capital by Company’s Supervisory Board, in accordance with section 2above.

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 was adopted in the wording above.

For additional information please contact:

Sten Akel
J. Molner AS
CFO
+372 550 5259
s.akel@jmolner.com