J.Molner
Notice to convene annual general meeting

J. Molner AS notice regarding the adoption of the decision of the general meeting of shareholders without calling the meeting 2023

Tallinn, 2024-06-05 08:30 CEST -- 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 6 June 2024 9:00 until 20 June 2024 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 13 June 2024 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 2023

Approve the annual report of the Company for financial year 2023 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 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.

Supervisory board’s proposal: adopt in the wording presented above.

3.       Approval of the option programme

The supervisory board proposes the shareholders 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.

Supervisory board’s proposal: adopt in the wording presented.

Management board’s comment on proposal: the management board foresees that the option programme to be approved in above wording i.e. the addition of 75,000 new option shares is sufficient to enable the Company to conclude new option agreements during the next five-year period. As of the date of this notice, the Company has concluded option agreements with respect to 72,499 shares and their vesting and realisation takes place from November 2026 to April 2028.

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 2023 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 19 June 2024 at 23:59. 

         Jason Michael Atticus Grenfell-Gardner
         Member of the management board
         e-mail: jason@jmolner.com