Punktid Technologies
Company Announcement

Adoption of a shareholders' resolution without calling a meeting

This draft shareholders’ resolution of Punktid Technologies AS (registry code 16158335, the Company) has been published on 11 August 2022 as a stock exchange announcement and on 11 August 2022 in the publication Eesti Päevaleht with the purpose of adopting in accordance with § 299¹ of the Commercial Code the following resolution of the shareholders without calling a meeting:

1. Conclusion of supervisory board member agreements and determining the remuneration payable to supervisory board members

Draft resolution:

To set the amount of the monthly remuneration payable to the Company’s supervisory board members at EUR 300 (gross), which shall be payable to the supervisory board members’ bank accounts by the seventh day of the following month, at the latest. To approve the payment of remuneration to the supervisory board members that has occurred on the terms described above up to the moment of adoption of this resolution.

To conclude supervisory board member agreements with the Company’s supervisory board members and to appoint Hannes Niid (personal identification code 38909300304) as the Company’s representative in their conclusion, who shall be entitled to determine the other terms of the supervisory board member agreements at his discretion, keeping in mind the interests of the Company.

The draft resolution and other information subject to disclosure pursuant to law are published on the website of the Company https://www.punktid.com/investor.

Questions regarding the draft resolution, voting and other organisational issues should be submitted to the Company’s e-mail address invest@punktid.com no later than by 30 August 2022 at 16.00. Questions, answers and the adopted resolution shall be published on the Company’s website.

Procedure and instructions for voting

The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 26 August 2022 at the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on the draft resolution only by electronic means or by submitting a paper vote as follows: 

1. the voting will be open from 10.00 on 11 August 2022 until 10.00 on 2 September 2022 (GMT+2);
2. the voting ballot form prepared for voting is available at https://www.punktid.com/investor where it can be filled in and the completed document for signing can be downloaded;
3. for electronic voting, the shareholder or its representative shall complete the voting ballot form in accordance with the instructions therein, signs it digitally (using an ID card, digital ID or Mobile ID); and forwards the digitally signed voting ballot to the e-mail address invest@punktid.com by the deadline specified in clause (i) above;
4. for paper voting, the shareholder or its legal or authorised representative shall complete the voting ballot in accordance with the instructions therein, sign it on paper and send the scanned voting ballot to the e-mail address invest@punktid.com and the original voting ballot to the Company’s office at Tornimäe 5, 10145 Tallinn, so that it arrives no later than 10.00 (GMT+2) on 2 September 2022;
5. if the voting ballot is completed by an authorised representative of a shareholder, in addition to the voting ballot, the original of the relevant power of attorney (in electronic or paper form) shall be provided in the form and by the time specified in clauses (iii) or (iv) above;
6. if the voting ballot is filled in by a foreign legal entity, in addition to the voting ballot (and power of attorney, if applicable), a printout of the registration card of the respective foreign legal entity showing the foreign persons entitled to represent the legal person shall be provided in the form and by the time indicated in clauses (iii) or (iv) above.

Pursuant to § 299¹ (2) of the Commercial Code, if a shareholder does not state within the specified term whether the shareholder is for or against the resolution, the shareholder shall be deemed to have voted against the resolution. 

The management board shall publish the voting results on 5 September 2022 as a stock exchange announcement, the management board shall draft a voting record on the voting results following the requirements of § 299¹ (4) of the Commercial Code and publishes it on the Company’s website in accordance with § 299¹ (6) of the Commercial Code.

For more information, please contact: 

Hannes Niid

Management Board Member of Punktid Technologies AS

E-mail: invest@punktid.com   

Punktid Technologies AS is a holding company established and operating in Estonia which has two subsidiaries, Gamekeys OÜ and HVK Business OÜ. Punktid group owns and develops the largest online sales environment for digital codes of video games, Nintendo, PlayStation and Xbox in Estonia, whereas:

• The main activity of Gamekeys OÜ is the mediation of the world's best-known video games and video game gift cards in an online environment and the related customer service and marketing both in Estonia and abroad; and
• The main activity of HVK Business OÜ is the wholesale of video games and gift cards for business customers, Punktid.com IT project development and sale of the right to use the Punktid.com platform.