Dear shareholder of Punktid Technologies AS
The Management Board of Punktid Technologies AS (registration code 16158335; address Tornimäe tn 5, 10145 Tallinn, Estonia, hereinafter referred to as the Joint Stock Company) hereby publishes the following draft resolutions for the adoption of resolutions by the shareholders of the Joint Stock Company without convening a general meeting, in accordance with § 2991 of the Commercial Code.
1. Approval of the auditor
Draft resolution:
To appoint Number RT OÜ (registration code: 10213553) as the auditor of the Joint Stock Company's 2023 annual report and to approve the auditing of the Joint Stock Company's 2023 annual report by Number RT OÜ.
2. Approval of the annual report
The Management Board of the Joint Stock Company has submitted the audited report of the Joint Stock Company for the 2023 financial year for the period 1 January 2023 – 31 December 2023 (MA 2023 auditeeritud aruanne_ENG.pdf). In the auditor's report (Audiitori aruanne Punktid 2023 loobumine.docx), the auditor has disclaimed their opinion on the annual report. The 2023 annual report also corrects the figures for the 2022 financial year.
Draft resolution:
To approve the audited report of the Joint Stock Company for the 2023 financial year in the form presented to the shareholders.
3. Proposal for distribution of profit
According to the 2023 annual report, the consolidated net profit of the Joint Stock Company was 46,221 euros. The Management Board of the Joint Stock Company has proposed to direct the net profit of the 2023 financial year to cover the accumulated losses of previous periods and not to make any distributions to the shareholders.
Draft resolution:
To direct the net profit of the 2023 financial year to cover the accumulated losses of previous periods and not to make any distributions to shareholders.
4. Extension of the powers of the members of the Supervisory Board
Draft resolution:
To approve the acting of Kaarel Elissaar (personal identification code: 39009180291) as a member of the Supervisory Board from 9 November 2024 until the moment of adoption of this resolution. To extend the powers of Kaarel Elissaar and Sander Kahk (personal identification code: 38906010213) as members of the Supervisory Board by three years.
The draft resolutions and other information subject to disclosure by law have been published on the website of the Joint Stock Company https://punktid.com/investor.
Please submit questions regarding draft resolutions, voting and other organizational issues to the Company's e-mail address invest@punktid.com no later than 16:00 on 25 February 2025. Questions, answers and adopted resolutions will be published on the Company's website.
Voting procedure and instructions
The list of shareholders with voting rights will be fixed seven days before the end of voting, i.e. on 20 February 2025 at the end of the working day of the Nasdaq CSD Estonian settlement system. Shareholders can vote on draft resolutions only either by electronic means or by submitting a vote on paper as follows:
1. You can vote from 5 February 2025 at 10:00 until 27 February 2025 at 10:00 (GMT+2);
2. The ballot form prepared for voting is available in appendix VOTING BALLOT.docx and at https://punktid.com/investor, where it can be filled in and the completed document downloaded for signing;
3. for electronic voting, the shareholder or his representative shall fill in the ballot form in accordance with the instructions provided therein, sign it digitally (using an ID card, digital ID or Mobile ID) and forward the digitally signed ballot to the e-mail address invest@punktid.com by the deadline specified in point (i) above;
4. for paper voting, the shareholder or his legal or authorized representative shall fill in the ballot form in accordance with the instructions provided therein, sign it on paper and send the scanned ballot to the e-mail address invest@punktid.com and the original ballot by post to the office of the Joint Stock Company at Tornimäe tn 3 // 5 // 7, 10145 Tallinn, so that it arrives no later than 10:00 a.m. (GMT+2) on 27 February 2025;
5. if the ballot is filled in by an authorized representative of the shareholder, in addition to the ballot, the original of the corresponding power of attorney must be submitted in the form and by the time specified in point (iv) above (electronically or on paper, the necessary template is available in appendix POWER OF ATTORNEY.docx and at https://punktid.com/investor);
6. if the ballot is filled in by a foreign legal entity, in addition to the ballot (and the power of attorney, if applicable), a printout of the registry card of the foreign legal entity, which shows the persons entitled to represent the foreign legal entity, must be submitted in the form and by the time specified in point (iv) above (electronically and on paper).
Pursuant to Section 2991(2) of the Commercial Code, if a shareholder does not notify within the specified term whether he is for or against the resolution, he shall be deemed to vote against the resolution.
The voting results will be published by the Management Board on February 27, 2025 as a stock exchange announcement, the Management Board will prepare a voting protocol regarding the voting results in accordance with the requirements of Section 2991, Subsection 4 of the Commercial Code and it will be published on the website of the Joint Stock Company in accordance with Section 2991, Subsection 6 of the Commercial Code.
The draft resolutions of the Joint Stock Company will also be published in Eesti Ekspress on February 5, 2025.
Sincerely
Hannes Niid
Member of the Management Board of Punktid Technologies AS
Contacts for additional information
Hannes Niid
Management Board Member of Punktid Technologies AS
E-mail: invest@punktid.com