Notice on the adoption of resolutions of the General Meeting of Airobot Technologies AS without calling a meeting
The management board of Airobot Technologies AS, registry code 16405978, address Suur-Sõjamäe tn 37a, 75322, Rae rural municipality, Estonia (hereinafter the Company) hereby publishes pursuant to § 2991 of the Commercial Code the following draft resolutions for the adoption of shareholders’ resolutions without calling a meeting.
We ask the shareholders entitled to vote on the draft resolutions to submit their positions (in favour or against) on a digitally signed voting form which is available on the Company’s website (https://airobothome.com/investor/) no later than 3 May 2023 at 23:59 Estonian time by sending their position to the Company's e-mail address info@airobothome.com, or by hand-signed letter to the address Suur-Sõjamäe tn 37a, 75322, Rae vald. If the voting form is signed by a representative of a natural person or an authorised representative of a legal person, whose right of representation is not indicated in the commercial register, please also submit the power of attorney. Please choose the method of transmission of the voting form and the documents certifying the right of representation that will ensure their delivery by the deadline specified above. If the shareholder does not indicate within the time limit whether he/she is in favour of or against the resolution, he/she will be deemed to vote against the resolution.
As at the date of publication of these draft resolutions, the share capital of the Company amounts to EUR 251 106,70. The Company has 2 511 067 ordinary shares, each share carrying 1 vote. The number of shareholders entitled to vote shall be determined as at the close of business on the Nasdaq CSD SE settlement system seven days before the voting deadline, i.e. 26 April 2024.
The management board of the company submits the following draft shareholder resolutions to the shareholders for voting:
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Approval of the consolidated financial statements of the Company for the financial year 2023
To approve the consolidated financial statements of the Company for the financial year 2023 as submitted to the General Meeting
Proposal of the supervisory board regarding the draft resolution: to adopt the resolution as drafted above.
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Allocation of the profit of the Company for the financial year 2023 and coverage of losses of previous reporting periods
The result of the financial year 2023 of the Company was a profit of EUR 52 619,00 and the undistributed losses of previous periods amount to EUR 851 911,00. Based on the above:
2.1 To allocate 1/20 of the profit of the Company for the financial year 2023, i.e. EUR 2,630.95, to the mandatory reserve capital of the Company.
2.2 To cover the Company's losses of previous periods in the amount of EUR 49 988.05 from the Company's profit for the financial year, i.e. to the extent that no reserve was created from the profit for the financial year.
2.3 To cover the Company's losses of the previous periods to the amount of EUR 230 751,00 from other reserves, so that the Company's voluntary reserve will be EUR 0 after covering the losses.
2.4 To cover the Company's losses of the previous periods in the amount of EUR 171 171,95 from the surplus, so that the Company's surplus after covering the losses is EUR 593 136,05.
2.5 After the aforementioned loss cover, the Company's loss from previous periods will amount to EUR 400 000.00, which will be covered by the profit of future periods.
Proposal of the supervisory board as regards the draft: to be adopted as drafted above.
In order to vote on the resolutions of shareholders:
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by sending the voting form, completed and digitally signed by the shareholder entitled to vote or by his/her authorised representative, or by sending a paper voting form, signed and scanned, by e-mail to info@airobothome.com during the voting period.
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by submitting the paper voting form, completed and signed by the shareholder entitled to vote or his/her authorised representative, or by sending it to the Company's office at Suur-Sõjamäe tn 37a, 75322, Rae vald, Estonia, so that it arrives at the latest by the end of the voting period.
In order to enable the identification of the shareholder, the voting form submitted by e-mail must be digitally signed with a qualified e-signature within the meaning of the eIDAS Regulation (in Estonia, for example, with an ID card, mobile ID or a newer smart-ID account complying with the qualified e-signature standard). When sending a paper-signed and scanned voting form by e-mail or when sending a paper-signed voting form by post, a copy of the personal data page (including the date of validity of the document) of the identity document of the shareholder or the shareholder's representative (e.g. passport or ID card) must be sent together with the voting form. In addition, the shareholder's proxy must submit a valid power of attorney in a form that can be reproduced in writing in Estonian or English.
The form of proxy is available on the Company's website: https://airobothome.com/investor/. In case the shareholder is a legal person registered abroad, please also submit an extract from the relevant (commercial) register where the legal person is registered, which gives the person the right to represent the shareholder (statutory right of representation). Unless otherwise provided by the foreign treaty, we kindly ask you to legalise or apostille the registration documents (except for a power of attorney in writing) of a legal person registered abroad. 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 who is an equivalent of a sworn translator must be attached.
The voting form, the proxy form, the consolidated annual report of the Society for the financial year 2023 together with the auditor's opinion, the decision of the Management Board on the draft resolutions, the decision of the Supervisory Board on the agenda and the proposals for the draft resolutions, the annual report and the draft resolutions are available on the Company's website: https://airobothome.com/investor/. The adopted resolutions will be made known to the shareholders in the form of a stock exchange release and on the Company's website. The full minutes, together with the opinions delivered, shall be made available to the shareholder upon request. Pursuant to § 2991(5) of the Commercial Code, the views of shareholders submitted in a form that can be reproduced in writing shall be an integral part of the voting record.
Questions on the draft resolutions can be submitted to the Company's e-mail address info@airobothome.com until the deadline for shareholders to submit their comments.
Additional information:
Heiki Aulik
Airobot Technologies AS
Management Board member
Ph: +372 528 3181
E-mail: heiki@airobothome.com
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