AS Bercman Technologies: Resolutions of extraordinary general meeting
The extraordinary general meeting of shareholders of AS Bercman Technologies (registry code 14134425, seat Riia 26, Tartu; hereinafter Bercman) was held on 01.12.2021 from 11:00 to 11:16 at Lõõtsa 6 in the 2nd floor seminar room “Helsinki”.
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 24.11.2021, at the end of the business day of the settlement system of Nasdaq CSD.
Altogether 17 shareholders of Bercman participated at the extraordinary general meeting of shareholders, the shares held by them represented 945,653 votes, i.e. 78.9% of all the votes represented by shares. Therefore, the general meeting had quorum and was competent to adopt resolutions.
The agenda of the extraordinary general meeting was as follows and the general meeting adopted the following resolutions in respect of the items in the agenda.
1. Approval of transactions
The general meeting resolved to approve the conclusion of transactions planned in the equity swap agreement that has been concluded on 22.11.2021 with Krakul Holding OÜ and Krakul OÜ under the terms provided in this swap agreement.
For: 945,653 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
2. Increase of share capital
The general meeting resolved to increase the share capital of Bercman on the following terms:
(i) Number and nominal value of the new shares: issue up to 100,000 new shares of Bercman with a nominal value of 0.1 euros (10 cents);
(ii) Amount of increase of share capital: increase share capital by 10,000 euros up to 129,847.1 euros; the new amount of the share capital of Bercman shall be 129,847.1 euros;
(iii) Class of shares to be issued: the new shares shall be ordinary shares with a nominal value of 0.1 euros (10 cents) which shall be of the same class as all other shares of Bercman;
(iv) Procedure for subscription: the right of subscription to all 100,000 shares shall be granted to Krakul Holding OÜ, shares shall be subscribed for by payment for the shares to Bercman’s bank account. Krakul Holding OÜ has the right to subscribe for the shares until 17.12.2021, whereas, the management board of Bercman has the right to shorten the subscription period if all the shares are subscribed for until the end of the term;
(v) Preclusion of the pre-emptive right of subscription: preclude the pre-emptive right of subscription of the shareholders of Bercman;
(vi) Share price and premium: the issue price is 0.1 euros (ten cents) per share i.e. the nominal value;
(vii) Payment for shares: Krakul Holding OÜ shall pay for the new shares in full by monetary contribution; Krakul Holding shall pay in total 10,000 euros for the subscribed shares;
(viii) Right to receive dividends: the new shares grant the shareholders the right to receive dividends for the financial year that began on 01.01.2021 and the following financial years;
(ix) Admission to trading: to apply for the admission to trading of all the new shares in the multilateral trading facility First North.
For: 945,653 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 deep-tech company founded in 2016 which focuses on developing and selling products and technologies that improve traffic safety. The company’s mission is to eliminate all traffic related fatalities. We also wish to contribute to the spread of self-driving vehicles Considering the future prospects of deploying automatic and autonomous vehicles, the company believes that the sector’s development has high potential and provides great opportunities for a rapid global expansion of the company.
Additional Information:
Mart Suurkask
CEO of AS Bercman Technologies
Telephone: +37 253 402 902
E-mail: mart.suurkask@bercman.com
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