AS Bercman Technologies: Resolutions of annual general meeting
he annual general meeting of shareholders of AS Bercman Technologies (registry code 14134425, seat Riia 26, Tartu; hereinafter Bercman or Company) was held on 20.04.2022 from 14:02 to 14:18 at Riia tn 26, 50405, Tartu, Estonia.
The list of shareholders entitled to participate in the extraordinary general meeting was determined as at 7 (seven) days before the general meeting, i.e. on 13.04.2022, at the end of the business day of the settlement system of Nasdaq CSD.
The Company has 3928 shareholders, who own 1,298,471 shares.
Altogether 8 shareholders of Bercman participated at the annual general meeting of shareholders, the shares held by them represented 842,308 votes, i.e. 64.87% of all the votes represented by shares. Therefore, the general meeting had quorum and was competent to adopt resolutions.
The agenda of the annual general meeting was as follows and the general meeting adopted the following resolutions in respect of the items in the agenda.
1. Overview of the Company’s economic results for 2021 and future plans
Management Board member of Bercman, Mart Suurkask introduced the results of Bercman for 2021 and plans for future. As this was an informative item on the agenda it was not voted. The shareholders took notice of the information.
2. Approval of the Company’s 2021 annual report and covering of losses
The annual general meeting decided to approve the Company’s 2021 annual report as presented to the general meeting and cover the losses of the Company in the 2021 financial year from the profit of future periods.
Voting results:
For: 842,308 votes, 100% votes participating at the meeting
Against: 0 votes, 0% votes participating at the meeting
Impartial: 0 votes, 0% votes participating at the meeting
Did not vote: 0 votes, 0% votes participating at the meeting
3. Election of the Company’s auditor
The annual general meeting decided to elect sworn auditor Eve Leppik (personal identification code: 46411296529) from the company of auditors Number RT OÜ (registry code 10213553) as the Company’s auditor.
Voting results:
For: 842,308 votes, 100% votes participating at the meeting
Against: 0 votes, 0% votes participating at the meeting
Impartial: 0 votes, 0% votes participating at the meeting
Did not vote: 0 votes, 0% votes participating at the meeting
4. Amendment of the Company’s articles of association and approval of the secondary public offering of the Company’s shares and admitting the shares to trading on the multilateral trading facility First North
The annual general meeting decided to amend the Company’s articles of association, granting the supervisory board the right to increase share capital in accordance with the provisions of the new wording of the articles of association presented to the general meeting and approve the organisation of the secondary public offering of the Company’s shares on the following terms:
(i) Offering: public offering in Estonia;
(ii) Share: ordinary share of the company with a nominal value of 0.1 euros;
(iii) Volume of the offering: up to 151,261 shares which in the event of oversubscription can be increased up to 181,513 shares; the indicative financial volume of the offering is up to 900,000 euros, in the event of oversubscription up to 1,080,000 euros;*
(iv) Offer price: 5.95 to 8 euros per share, whereas the final price of the offering shall be determined by the supervisory board of the Company;
(v) Proposed subscription period: 25 April 2022 – 6 May 2022;
(vi) Admission to trading: apply for the new shares of the Company to be admitted to trading on Nasdaq Tallinn Stock Exchange’s multilateral trading facility First North;
(vii) Deciding on the increase of share capital: decided by the supervisory board of the Company on the basis of the right provided in the articles of association.
The shareholders authorise the management board of the Company to carry out the public offering of the shares pursuant to the above terms, whereas the management board of the Company has the right to change the offer period in case the management board considers it reasonable and necessary.
*The indicative financial volume of the offering is determined by taking into account that the offer price is 5,95 euros per share; if the supervisory board determines the price of the share to be higher in accordance with the shareholders resolution, the financial volume of the offer shall also increase in the corresponding amount.
Voting results:
For: 842,308 votes, 100% votes participating at the meeting
Against: 0 votes, 0% votes participating at the meeting
Impartial: 0 votes, 0% votes participating at the meeting
Did not vote: 0 votes, 0% votes participating at the meeting
Bercman is a high-tech company founded in 2016, whose main activity is the development and sale of products and services that increase traffic safety. Bercman’s mission is to eliminate road deaths, and its vision is to become an internationally leading partner in the market for smart city solutions. . In addition, the company wishes to contribute to the spread of self-driving vehicles. Considering the prospects regarding the distribution of automatic and autonomous vehicles, the company believes that the development of the field is promising and offers good opportunities for the company's rapid global expansion. The Bercman group includes the development company of the Internet of Things and autonomous systems Krakul OÜ.
Additional Information:
Mart Suurkask
CEO of AS Bercman Technologies
Telephone: +37 253 402 902
E-mail: mart.suurkask@bercman.com
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