The management board of J. Molner AS, registry code 16579077, address Akadeemia tee 21/5, 12618, Tallinn, Estonia (the Company), hereby publishes the following draft resolutions for adoption of extraordinary shareholders resolutions without calling 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 accessible via the Company’s webpage (https://www.jmolner.com/et/investor), from 25 November until 4 December 2025 23:59 Estonian time at the latest (voting period) by sending their position to the Company’s e-mail address jmolner@jmolner.com or via signature in writing to address: Akadeemia tee 21/5, 12618, Tallinn, Estonia. If the voting ballot is signed by a representative of a natural person or an authorized representative of a legal entity, whose right of representation is not visible in the business register, please also forward the signed power of attorney. Please choose a way to deliver the voting ballot and documents proving the right of representation, which ensures their delivery by the aforementioned deadline. If the shareholder does not announce whether he is in favour or against the decision within the specified term, he is considered to vote against the decision. 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 gives one vote. The shareholders entitled to participate in the voting shall be determined as of seven days before the voting deadline i.e. on 27 November 2025 as of the end of business day of Nasdaq CSD SE settlement system.
The management board of the Company presents the following draft resolutions for voting to the shareholders:
- Adoption of new Articles of Association.
To adopt new Articles of Association for the Company in the form presented to the general meeting.
Supervisory board’s proposal: adopt in the wording presented above.
- 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:
- 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.
- 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%.
- 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.
Supervisory board’s proposal: adopt in the wording presented above.
- 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.
Supervisory board’s proposal: adopt in the wording presented above.
Shareholders’ resolutions may be voted:
- By submitting a filled and digitally signed or scanned version of manually signed voting ballot by e-mail to jmolner@jmolner.com within the voting period, signed by the shareholder holding voting rights or their authorised representative.
- By submitting a filled and manually signed voting ballot that is signed by the shareholder holding voting rights or their authorised representative to the Company’s office at Akadeemia tee 21/5, 12618, Tallinn, Estonia so that it is received within the voting period.
In order to enable identification of the shareholder's identity, the ballot sent by e-mail must be digitally signed with a qualified e-signature in the sense of Regulation (EU) No. 910/2014 of the European Parliament and of the Council (eIDAS regulation) (in Estonia, for example, with an ID card, mobile ID or a qualified e-signature standard with the corresponding newer smart-ID account). When sending a signed and scanned paper ballot by email or sending a signed paper ballot by post, a copy of the personal data page of the shareholder's or shareholder's representative's identity document (e.g. passport or ID card) must be sent with the ballot (including the document's validity date). The shareholder's representative must also provide a valid signed power of attorney in Estonian or English. The power of attorney form is available on the Company's website: https://www.jmolner.com/et/investor.
In the event that the shareholder is a legal entity registered in a foreign country, please also forward an extract from the relevant (business) register where the legal entity is registered, from which the person's right to represent the shareholder (statutory right of representation) derives. Register documents of a legal entity registered in a foreign country (with the exception of a simple power of attorney) are requested to be legalized or certified with an apostille in advance, unless otherwise stipulated in the foreign agreement. If the registry documents are in a language other than Estonian or English, Estonian or English translations by a sworn translator or an official equivalent to a sworn translator must be added.
Form of the voting ballot, and power of attorney as well as the new Articles of Association, the management board’s resolution on above draft resolutions, supervisory board’s decision on the agenda and proposals for voting and these draft resolutions are accessible via Company’s webpage: https://www.jmolner.com/et/investor.
The adopted shareholders’ resolutions shall be announced via a stock exchange announcement and on Company’s webpage. The full voting minutes of the adopted resolutions together with shareholders’ positions is presented to the shareholder at their request. According to Section 5 of §2991 of the Commercial Code, the opinions expressed in a form that allows for written reproduction of the shareholders are an integral addition to the voting minutes.
Questions about the draft resolutions can be sent to the Company's e-mail address jmolner@jmolner.com until 3 December 2025 at 23:59.