The management board of J. Molner AS, registry code 16579077, address Akadeemia tee 21/5, 12618, Tallinn, Estonia (Company) hereby publishes the following draft resolutions for adoption by shareholders without convening a meeting, in accordance with section 299¹ of the Estonian Commercial Code.All shareholders entitled to vote are requested to submit their positions on the draft resolutions (for or against) using a digitally signed ballot form available on the Company’s website (https://www.jmolner.com/et/investor), from 8 June 2026 at 17:00 until 29 June 2026 at 23:59 Estonian time (voting period), by sending their position to the Company’s e-mail address jmolner@jmolner.com, or by delivering a manually signed ballot to the address Akadeemia tee 21/5, 12618, Tallinn, Estonia. If the ballot is signed by a representative of a natural person or an authorised representative of a legal entity whose right of representation is not evident from the commercial register, please also submit a signed power of attorney. Please choose a delivery method that ensures receipt by the aforementioned deadline. If a shareholder does not indicate whether they are in favour of or against a resolution within the specified period, they shall be deemed to have voted against the resolution.As of the date of publication of these draft resolutions, the share capital of the Company is EUR 1,686,001 and the Company has 1,686,001 ordinary shares. Each share carries one vote. The shareholders entitled to vote shall be determined as of seven days before the voting deadline, i.e. on 22 June 2026, at the end of the business day in the Nasdaq CSD SE settlement system.
The management board of the Company presents the following draft resolutions for voting to the shareholders:
1. Approval of the Company’s 2025 consolidated annual report
Draft resolution: to approve the consolidated annual report of the Company for financial year 2025 as presented to the general meeting.
Supervisory board’s proposal: vote for the draft resolution above
2. Appointment of auditor
Draft resolution: to appoint the auditing firm Grant Thornton Baltic OÜ (registry code 10384467) as the Company’s auditor for financial years 2026–2028 and pay remuneration to the auditing firm in accordance with the agreement concluded with the auditing firm.
Supervisory board’s proposal: vote for the draft resolution above
Shareholders’ resolutions may be voted as follows:
1. By submitting a completed and digitally signed ballot, or a scanned copy of a manually signed ballot, by e-mail to jmolner@jmolner.com within the voting period, signed by the shareholder holding voting rights or their authorised representative.
2. By delivering a completed and manually signed ballot, signed by the shareholder holding voting rights or their authorised representative, to the Company’s office at Akadeemia tee 21/5, 12618, Tallinn, Estonia, ensuring receipt by the end of the voting period.
To verify the shareholder's identity, ballots sent by e-mail must be digitally signed with a qualified electronic signature within the meaning of Regulation (EU) No 910/2014 of the European Parliament and of the Council (eIDAS Regulation) (in Estonia, for example, using an ID card, Mobile-ID, or a Smart-ID account that meets the qualified electronic signature standard). When submitting a signed and scanned paper ballot by e-mail or sending a signed paper ballot by post, a copy of the personal data page of the identity document (e.g. passport or ID card) of the shareholder or the shareholder’s representative must be enclosed (including the document's expiry date). The shareholder's representative must also provide a valid power of attorney in written form in Estonian or English. The power of attorney form is available on the Company's website: https://www.jmolner.com/et/investor.
If the shareholder is a legal entity registered in a foreign country, please also submit an extract from the relevant (commercial) register in which the legal entity is registered, evidencing the person's right to represent the shareholder (statutory right of representation). Registration documents of a legal entity registered in a foreign country (with the exception of a simple power of attorney) must be legalised or certified with an apostille in advance, unless otherwise provided by an international agreement. If the registration documents are in a language other than Estonian or English, translations into Estonian or English by a sworn translator or an official equivalent to a sworn translator must be provided.
The voting ballot form, power of attorney form, the consolidated annual report of the Company for 2025 together with the auditor’s report, the management board’s resolution on the draft resolutions, the supervisory board’s report on the financial year and resolution on the agenda and proposals, and these draft resolutions are available on the Company’s website: https://www.jmolner.com/et/investor.
The adopted resolutions shall be announced via a stock exchange announcement and on the Company’s website. The full minutes of the voting, together with the shareholders’ positions, shall be provided to any shareholder upon request. Pursuant to section 299¹(5) of the Commercial Code, the shareholders’ positions submitted in a form that permits written reproduction constitute an integral part of the voting minutes.
Questions about the draft resolutions can be sent to the Company's e-mail address jmolner@jmolner.com until 28 June 2026 at 23:59.
Sten Akel
J. Molner AS
CFO
+372 550 5259
s.akel@jmolner.com