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 of 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 7 May 2025 9:00 until 21 May 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 14 May 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:
1. Approval of the annual report for financial year 2024
Approve the annual report of the Company for financial year 2024 as presented to the general meeting.
Supervisory board’s proposal: adopt in the wording presented above.
2. Decision on covering the loss of financial year 2024
Direct the loss of the Company for the reporting year in the sum of EUR 2,438,621 to the accumulated loss of previous periods and cover the loss at the expense of profit from future periods.
Supervisory board’s proposal: adopt in the wording presented above.
3. Approval of amendment to the option programme
Approve the amendment to the option programme whereby the realisation price for options of new members who have joined the Company after June 1, 2025 will be the share market price at the day of conclusion of the option agreement. Amend clause (iii) of the option programme approved by the 21 June 2024 general meeting in the following wording:
“(iii) The realisation price for options will be (i) EUR 1.00 for the tranche of founding team options (clause (i)a.), and (ii) the share market price at the day of conclusion of the option agreement for new team members (clauses (i)b. and (i)c.);”
The remaining terms of the option programme approved by the 21 June 2024 general meeting remain unchanged.
Supervisory board’s proposal: adopt in the wording presented.
Shareholders’ resolutions may be voted:
1. 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.
2. 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 consolidated annual accounts of the Company for 2024 together with auditor’s opinion, the management board’s resolution on above draft resolutions, supervisory board’s report on financial year and 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 20 May 2025 at 23:59.