J.Molner
Resolutions of annual general meeting

Decisions of the shareholders - adoption of resolutions of the General Meeting without calling a meeting

Tallinn, 2024-06-21 14:50 CEST -- The management board of J. Molner AS, registry code 16579077, address Akadeemia tee 21/5, 12618, Tallinn, Estonia (hereinafter the Company) published on 6 June 2024 pursuant to § 299¹ subsections 1, 2 and 3 of the Commercial Code the draft resolutions for the adoption of shareholders’ resolutions without calling a meeting.

The list of shareholders entitled to vote was determined as at seven days before the voting term, i.e. on 13 June 2024 at the end of the business day of the settlement system of Nasdaq CSD Estonia. The Company has a total of 538 shareholders, who own a total of 1,686,001 shares.

The deadline for shareholders to submit their positions was on 20 June 2024 at 23:59 Estonian time. One shareholder of the Company submitted its vote, whose shares represent in total 1,600,000 votes, that forms 94.90% of all votes determined by shares.

The shareholders of the Company adopted the following resolutions

1. 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.

1,600,000 votes were in favour of the resolution i.e. 94.90% of all votes represented by shares, 86,001 votes opposed or did not vote i.e. 5.10% of all votes represented by shares, no one remained impartial. Thus, the resolution has been adopted in the wording above.

2. Decision on covering the loss of financial year 2023

Direct the loss of the Company for the reporting year in the sum of EUR 1,085,185 to the accumulated loss of previous periods and cover the loss at the expense of profit from future periods.

1,600,000 votes were in favour of the resolution i.e. 94.90% of all votes represented by shares, 86,001 votes opposed or did not vote i.e. 5.10% of all votes represented by shares, no one remained impartial. Thus, the resolution has been adopted in the wording above.

3. Approval of the option programme

To approve the amendments to the option programme and approve the new option programme in the following wording:

(i)      75,000 option shares that form the new part of the programme approved with this resolution, are added to the programme so that the total volume of the option plan is 10% of the total issued shares of the Company

a.       taking into account clause c. below within the limits of the total volume the following amounts of options were eligible to be granted to the founding team members i.e. the employees and directors of the Company and its subsidiaries prior to September 1, 2022:

i.        Employee team member: 4,000 shares;

ii.       Management team member designated as such by the management board of the Company: 7,000 shares;

iii.      Supervisory board member: 2,000 shares;

b.       taking into account clause c. below within the limits of the total volume new team members, i.e. new employees of the Company and its subsidiaries who join the Company after September 1, 2022 are eligible for grants at levels to be determined at the time of joining plus four months, by the management board of the Company. The management board shall seek to grant options at levels equivalent to one-year of salary for new joiners based on the prevailing stock price at time of grant based on the formula: amount of option shares=(annual salary) / (prevailing market price at the time of concluding the option agreement). The management board may at its own discretion, within the limits of the total volume, establish different principles for determining the amount of option shares granted;

c. with respect to the new programme part, i.e. 75 000 option shares, option agreements may only be concluded with new members who have joined the Company after June 1, 2024. The management board of the Company shall quarterly determine the number of options to be issued, taking into account the current value of the Company’s shares, the remaining volume of the new programme part and contemplated personnel changes;

(ii)      The term of the options is four years from concluding the option agreements, the options shall expire if not exercised within 10 years from concluding the option agreement;

(iii)     The realisation price for options will be (i) EUR 1.00 for the tranche of founding team options (clause (i)a.), and (ii) 75% of the market price at the day of grant for new team members (clauses (i)b. and (i)c.);

(iv)    The management board of the Company is entitled to concluded option agreements on it own discretion with persons listed in section 3(i) of this resolution, however, agreements are not concluded before the trial period has elapsed;

(v)     Option agreements shall be concluded on the above terms by the management board of the Company, whereas the management board it entitled to determine further contractual terms not specified herein.

The shareholders of the Company hereby authorise the management board of the Company to conclude option agreements on the conditions specified above.

1,600,000 votes were in favour of the resolution i.e. 94.90% of all votes represented by shares, 86,001 votes opposed or did not vote i.e. 5.10% of all votes represented by shares, no one remained impartial. Thus, the resolution has been adopted in the wording above.

         Jason Michael Atticus Grenfell-Gardner
         Member of the Management Board
         E-post: jason@jmolner.com