Punktid Technologies
Company Announcement

Punktid Technologies AS sells own shares

Punktid Technologies AS (registry code 16158335, hereinafter Punktid) organises the sale of up to 60,000 own shares (Punktid Technologies AS share, ISIN EE3100089160, hereinafter share) and offers investors the opportunity to acquire the shares over-the-counter in the period from 13 June 2023 at 11:00 to 7 July 2023 at 16:00 at a price of 1.50 euros per share. 

Shares are sold under the following conditions:

• The purchase price is 1.50 euros per share;
• Up to 60,000 shares are offered for investors to buy, with a total purchase price of up to 90,000 euros. In case of great interest from investors, Punktid can increase the volume of shares to be sold by 40,000, i.e. up to 100,000 shares in total, with a total purchase price of up to 150,000 euros;
• The minimum amount of shares that can be purchased is 30 shares per investor, only the whole number of shares can be bought.

The sale of shares is organised only in Estonia and is addressed to Estonian investors. All investors can purchase the shares of Punktid under equal conditions. In order to purchase the shares, each investor shall submit a purchase order (delivery versus payment (DVP)) over-the-counter (OTC) in the investor’s bank (at the account manager of a securities account opened with Nasdaq CSD SE) during the period of submission of the purchase orders. Important information for submitting a purchase order is as follows:

An investor can use any method offered by the investor’s account manager to submit purchase orders (e.g. physically at the account manager's customer service, online or otherwise – the account manager can provide the necessary instructions). The investor has the right to modify or cancel the purchase orders at any time until the end of the purchase order submission period. For this purpose, the investor shall contact the account manager, who made the relevant order and perform the actions required by the account manager to change or cancel the order. When an investor submits a purchase order, the account manager blocks the corresponding amount of money in the investor's securities account. The investor shall bear all costs and fees related to the submission, cancellation, or modification of the purchase order. The investor is responsible for ensuring that the purchase order is given correctly and in accordance with the above data. If incorrect data is reflected in the purchase order, Punktid as the counterparty cannot counter-submit its sales order. If any questions arise, the investor can contact Punktid (contact details are at the end of this announcement).

By submitting a purchase order, each investor confirms the following:

• agrees that this announcement is not considered to be an offer to conclude a share sale agreement in the meaning of § 16 (1) of the Law of Obligations Act or in any other meaning, and the submission of a purchase order does not in itself create a binding share sale agreement between Punktid and the investor;
• agrees that the number of shares indicated in the purchase order is considered the maximum number of shares that the investor wishes to buy, Punktid may sell less (but not more) shares to the investor than the maximum number of shares offered;
• authorises to exchange the investor’s personal data between the account managers, Nasdaq CSD SE, and Punktid both during the period of submission of purchase orders and after the end of the corresponding period for the purpose of participating in the sale of shares (including for the purpose of deciding the distribution of the sale of shares);
• authorises the account manager managing the securities account to change the data in the investor's purchase order, including to specify the number of shares to be purchased by the investor and the total amount of the transaction (which is obtained by multiplying the purchase price of the share by the number of shares to be purchased by the investor) in the event it is not possible to sell to the investor all the shares indicated in the investor's purchase order.

Punktid fulfils purchase orders in the chronological order of their receipt. In case more purchase orders are submitted during the period of submission of purchase orders than there are shares for sale, Punktid will fulfil the purchase orders submitted earlier in time. In the event that the number of shares indicated in the purchase order exceeds the remaining amount of shares to be sold, Punktid sells less shares than the number of shares offered according to the remaining amount of shares. In order to carry out the sale in this case, Punktid contacts the investor (via the account manager of Punktid, if necessary) so that the purchase and sale orders could be submitted according to the remaining amount.

Basis and reasons for selling shares

This stock exchange announcement is the basis for the share sale offer. Additional information about Punktid and shares of Punktid can be found in the company description prepared for the  initial public offering by Punktid in April 2022, which is available on the website of Punktid https://punktid.com/investor. In accordance with the law and the rules of First North multilateral trading facility operated by Nasdaq Tallinn, Punktid has disclosed information through stock exchange announcements, which can be found on a consolidated basis at https://nasdaqbaltic.com/statistics/en/news. In accordance with the provisions of Article 3(2)(b) of Regulation (EU) 2017/1129 of the European Parliament and the Council and Article 15(1) of the Securities Market Act, the public offering prospectus does not have to be disclosed if the public offering of securities has a total value of less than 5,000,000 euros for all contracting states in total during the one-year period of the securities offering. Since the total volume of the offer will be less than EUR 5 million within a one-year period, no prospectus is drawn up or made public regarding the offer for the sale of shares. Since the total volume of the offer is also less than EUR 1 million within a one-year period, no information document on the share sale offer is prepared or disclosed as well in accordance with Article 15(6) of the Securities Market Act and Article 1(2) of the Regulation of the Minister of Finance "Requirements for the Information Document for the Offer of Securities". Information on Punktid and shares of Punktid may be obtained from stock exchange announcements, company description, website of Punktid, and by contacting Punktid (contact details are at the end of the announcement). Before buying shares, we ask the investor to check the information about Punktid as indicated above and, if necessary, consult with an expert.

Punktid owns a total of 195,000 shares of Punktid for the purpose of allocating the shares under the option program, of which 95,000 are allocated to options. Punktid does not plan to recruit new employees or to further distribute its existing own shares as options in the near future, therefore the supervisory board of Punktid decided to offer 60,000 shares to all existing and new investors during the option program. In case of high interest from investors, Punktid reserves the opportunity to increase the number of shares to be sold by 40,000 shares, up to a total of 100,000 shares. The profit from the sale of shares is planned to be used to open a German-language website Punktid.de. Necessary technical preparations, translation work, customer service, and additional functions necessary for operating on the German market, including the addition of various local payment methods are planned. In addition, Punktid plans to continue development activities in order to offer new functions and improve the user experience for the users of the sales platform of Punktid.

No new shares will be issued during the offering. Punktid has one class of shares and the shares being sold belong to the same class. All shares of Punktid, including shares for sale, are traded on the First North alternative market operated by Nasdaq Tallinn.

Overview of timetable for the sale of shares:

The sale of shares takes place under the schedule below (Estonian time).

13 June 2023 at 11:00 – Beginning of the period during which it is possible to submit purchase orders for the purchase of shares.

7 July 2023 at 16:00 – The period for submitting purchase orders ends.

11 July 2023 or a date close to this – Transfer of shares to investors.

11 July 2023 or a date close to this – Punktid publishes the results of the sale of own shares.

Contacts for additional information

Hannes Niid
Management Board Member of Punktid Technologies AS
E-mail: invest@punktid.com  

Punktid Technologies AS is a holding company established and operating in Estonia which has two subsidiaries, Gamekeys OÜ and HVK Business OÜ. Punktid group owns and develops the largest online sales environment for digital codes of video games, Nintendo, PlayStation and Xbox in Estonia, whereas:

• The main activity of Gamekeys OÜ is the mediation of the world's best-known video games and video game gift cards in an online environment and the related customer service and marketing both in Estonia and abroad; and
• The main activity of HVK Business OÜ is the wholesale of video games and gift cards for business customers, Punktid.com IT project development and sale of the right to use the Punktid.com platform.

The information contained in this announcement is not intended for publication, distribution or transmission, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa or other countries or under any circumstances in which publication, distribution or transmission would be illegal or to persons against whom the competent authorities have applied financial sanctions. Punktid sells its own shares on the basis of this announcement only in the Republic of Estonia, and the sale or offer of shares will not take place in any jurisdiction where such an offer, invitation or sale would be illegal without an exception or qualification contained in the law, or to persons against whom the competent authorities have applied financial sanctions. This announcement has not been approved by any supervisory authority and is not a prospectus.