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DVA - Notice on the Adoption of Resolutions of the General Meeting of Hepsor AS Without Convening the Meeting

Company: Hepsor Date: 2025-06-05 Language: English Register to download
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 Notice on the Adoption of Resolutions of the General Meeting of Hepsor AS Without Convening the Meeting

# Notice on the Adoption of Resolutions of the General Meeting of Hepsor AS Without Convening the Meeting

Hepsor  AS,  registry  code  12099216 (hereinafter  the Company), has decided to
acquire the minority shareholding in Hepsor Latvia OÜ from the Company's current
Latvian  Country  Manager  and  future  member  of  the  management board of the
Company,   Martti  Krass  (through  Hugomon  OÜ),  and  to  replace  it  with  a
shareholding  in the  Company. The  purpose of  the transaction  is to align the
interests of the future member of the management board with the interests of the
group  as a whole and, accordingly, to bring Martti Krass's participation to the
level of the Company.

The  management  board  of  the  Company  hereby  publishes  the following draft
resolutions  of the  shareholders in  accordance with  § 299¹ of  the Commercial
Code, to be adopted without convening a general meeting.

Shareholders  eligible  to  vote  are  requested  to  submit their votes (for or
against  the  proposed  resolutions)  using  the  voting  form  available on the
Company's         website         (https://hepsor.ee/en/for-investors/corporate-
governance/general-meeting/),  signed digitally, no later than 11:59 PM Estonian
time on June 12, 2025. The completed voting form should be sent to the Company's
email  address \[email protected\]  (mailto:\[email protected\]), or  submitted in
hard  copy with a  handwritten signature to  Järvevana 7b, 10112 Tallinn. If the
voting  form is signed by a representative  of a natural person or an authorized
representative  of a legal  person whose right  of representation is not evident
from  the  commercial  register,  a  power  of  attorney  must also be provided.
Shareholders  should choose a  delivery method that  ensures documents arrive by
the aforementioned deadline. If a shareholder does not express their position by
the deadline, it is considered a vote against the resolution.

As  of the date of  publication of these draft  resolutions, the Company's share
capital  is EUR 3,854,701, divided into 3,854,701 ordinary shares, each granting
one  vote. The list of shareholders entitled to vote will be determined based on
the Nasdaq CSD SE settlement system records as of the end of the business day on
June 5, 2025 (seven days before the voting deadline).

The  management board  of the  Company submits  the following  draft shareholder
resolutions for voting:

1.          Approval of  the acquisition  of a  minority shareholding  in Hepsor
Latvia OÜ

To  approve the  transaction whereby  the Company  acquires the  share of Hepsor
Latvia  OÜ from Hugomon OÜ, which represents  20% of the share capital of Hepsor
Latvia OÜ, on the following main terms and conditions:

 1. The Company will pay 20,000 euros in cash to Hugomon OÜ for the share of
    Hepsor Latvia OÜ and will issue 57,821 shares of the Company to Hugomon OÜ,
    whereas upon the issue of the Company's shares, Hugomon OÜ will pay for the
    shares with the share of Hepsor Latvia OÜ as a non-monetary contribution;
 2. By amending the articles of association, the Supervisory Board of the
    Company is given the right to increase the share capital of the Company and
    to issue new shares to Hugomon OÜ;
 3. The subscription right for the new shares will be given to Hugomon OÜ and
    the pre-emptive subscription right of the existing shareholders will be
    excluded.

Proposal  of the supervisory board regarding  the draft resolution: to adopt the
resolution as drafted above.

2.         Amendment of the articles of association

To  amend the articles of  association of the Company  and adopt the articles of
association  of the  Company in  the new  wording, in  the form presented to the
general meeting.

Proposal  of the supervisory board regarding  the draft resolution: to adopt the
resolution as drafted above.

3.         Exclusion of pre-emptive subscription rights

To  exclude the Company's shareholders' pre-emptive subscription rights upon the
increase  of  the  share  capital  and  the  issuance  of  57,821 new  shares in
connection  with the acquisition of  the share of Hepsor  Latvia OÜ from Hugomon
OÜ.

Proposal  of the supervisory board regarding  the draft resolution: to adopt the
resolution as drafted above.

In order to vote on the resolutions of shareholders:

 1. send the voting form, completed and digitally signed by the shareholder
    entitled to vote or by his/her authorised representative, or send a paper
    voting form, signed and scanned, by e-mail to \[email protected\]
    (mailto:\[email protected\]) during the voting period; or
 2. submit the paper voting form, completed and signed by the shareholder
    entitled to vote or his/her authorised representative, or send it to the
    Company's office at Järvevana 7b, 10112 Tallinn, so that it arrives at the
    latest by the end of the voting period.

In  order  to  enable  the  identification  of  the shareholder, the voting form
submitted by e-mail must be digitally signed with a qualified e-signature within
the  meaning of the eIDAS Regulation (in  Estonia, for example, with an ID card,
mobile  ID or a newer smart-ID  account complying with the qualified e-signature
standard). When sending a paper-signed and scanned voting form by e-mail or when
sending  a paper-signed voting  form by post,  a copy of  the personal data page
(including the date of validity of the document) of the identity document of the
shareholder  or the shareholder's representative (e.g. passport or ID card) must
be sent together with the voting form. In addition, the shareholder's proxy must
submit  a valid power of attorney in a form that can be reproduced in writing in
Estonian  or English. The form  of proxy is available  on the Company's website:
https://hepsor.ee/en/for-investors/corporate-governance/general-meeting/.

In  case the shareholder is a legal person registered abroad, please also submit
an  extract from  the relevant  (commercial) register  where the legal person is
registered,  which  gives  the  person  the  right  to represent the shareholder
(statutory  right of representation).  Unless otherwise provided  by the foreign
treaty,  we kindly ask  you to legalise  or apostille the registration documents
(except for a power of attorney in writing) of a legal person registered abroad.
If  the registration documents are in a language other than Estonian or English,
translations  into Estonian or English by a  sworn translator or an official who
is an equivalent of a sworn translator must be attached.

The voting form, the proxy form, the new articles of association, the management
board  resolution on the draft resolutions,  the supervisory board resolution on
the  agenda and  proposals for  the draft  resolutions are  all available on the
Company's         website:         https://hepsor.ee/en/for-investors/corporate-
governance/general-meeting/.

The  adopted resolutions will be made known to the shareholders in the form of a
stock  exchange release and on the Company's website. The full minutes, together
with  the opinions  delivered, shall  be made  available to the shareholder upon
request.  Pursuant to §  299¹ (5) of the  Commercial Code, all written positions
submitted by shareholders will form an integral part of the voting protocol.

Questions  on the  draft resolutions  can be  submitted to  the Company's e-mail
address  \[email protected\] (mailto:\[email protected\])  until the  deadline for
shareholders to submit their comments.

Additional information:

Henri Laks
Member of the management board
Tel: +372 5693 9114
E-mail: \[email protected\] (mailto:\[email protected\])

Hepsor                             AS                             (www.hepsor.ee
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5Q47IttZmiXduQc1wVtC4XlqevKHaAt)) is  a developer of  residential and commercial
real estate. The Group operates in Estonia, Latvia and Canada. In fourteen years
of  operation, we have created 2 076 homes  and nearly 36 300 m(2) of commercial
space. Hepsor  is the first developer in the Baltic States to implement a number
of  innovative engineering solutions that will make the buildings it builds more
energy  efficient  and  thus  more  environmentally  friendly. The company has a
portfolio of 25 development projects with a total area of 172 800 m(2).