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Elkop Estonia SE

AGM Information Dec 19, 2025

10241_rns_2025-12-19_3848f436-623a-4975-909a-eca573ca342d.html

AGM Information

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Minutes of the Annual General Meeting of Shareholders of 19.12.2025

Minutes of the Annual General Meeting of Shareholders of 19.12.2025

Place of holding the meeting: Plock, ul. Padlewskiego 18C, 09-402, Poland.

Time of the meeting: 19 December 2025, starting at 11.00 (CET).

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 19 December 2025, and in accordance with the Statute of ELKOP ESTONIA SE (hereinafter referred to as the “Company”), the Company was filed with the registration department of the Tartu County Court on 29.01.2025 under the registry code 17166041, Tallinn, Harju county, Kesklinna district, Tornimäe str 5, 10145, Estonia with the share capital of 920 440 euros, which is divided into 9 209 440 non par value shares.

The circle of shareholders entitled to participate at the general meeting has been established as at 23:59 of 12 December 2025 (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 12 December 2025, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the Company has 2 shareholders who hold altogether 9 209 440 non par value shares / votes:
1.Polish register of securities (Krajowy Depozyt Papierów Wartościowych S.A. (Polish registry code PL-0000081582, hereinafter the “KDPW”)), which holds 4 549 440 non par value shares/votes on its nominee account for and on behalf of the actual shareholders of the Company;

2.Patro Invest OÜ, Estonian registry code 14381342, which holds 4 660 000 non par value shares/votes.

The list of shareholders of the Company attending the meeting is annexed to these minutes (Annex 1). This list and the previous section show that 4 660 000 (i.e. 50,60%) of all the votes represented by the shares were duly represented at the general meeting.

The holding of the general meeting of the Company is subject to § 296 of the Commercial Code, which stipulates that if the requirements of law or of the articles of association for calling a general meeting are violated, the general meeting shall not have the right to adopt resolutions except if all the shareholders participate in or all the shareholders are represented at the general meeting. Resolutions made at such meeting are void unless the shareholders, with respect to whom the procedure for calling the meeting was violated approve of the resolutions.

Therefore, the meeting has a quorum.

I.OPENING THE GENERAL MEETING
The general meeting was opened by Damian Patrowicz. Damian Patrowicz (Estonian personal identification code 39008050063) was elected to chair the meeting and Martyna Patrowicz (personal identification code 49909190016) was elected the recorder of the meeting /the person co-ordinating the voting.

Voting results:
Number of shares: 9 209 440
Total number of votes at the meeting: 4 660 000
In favour: 4 660 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

Therefore, the Chair of the meeting and the recorder of the meeting / voting co-ordinator have been elected.

The Chair of the meeting and the recorder / voting co-ordinator of the meeting have verified the legal capacity of the shareholders participating at the meeting, and the identity and the right of representation of the representatives.

The management board of the Company provided an overview of the last annual report and the economic activities of the Company for the current year.

II.AGENDA

Pursuant to the notice of the annual general meeting of shareholders dated 27 November 2025 which are approved by the Supervisory Board of the Company, the agenda of the general meeting is the following:

1.Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company.
2.Approving the annual report of the Company for the financial year 2024/2025.
3.Adoption of a resolution regarding the change in the financial year and related changes in the Company’s Articles of Association).

III.VOTING AND RESOLUTIONS

1.Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company

1.1.With the change of the Company’s financial year, to amend section 7.1 of the articles of association of the Company and to approve it in the new wording as follows:

„7.1 The financial year of the Company begins on 1 December and ends on 30 November.”
1.2.To approve the new version of the Company’s articles of association with the abovementioned amendments.

Voting results:
Number of shares: 9 209 440
Total number of votes at the meeting: 4 660 000
In favour: 4 660 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

The resolution of the meeting was adopted.

2.Approving the annual report of the Company for the financial year 2024/2025
2.1.To approve the annual report of the Company for the financial year 2024/2025.

2.2.Not to distribute profit to the shareholders of the Company.

2.3.The profit for the financial year 2024/2025 shall be allocated first to cover the loss recognized under the item “Profit/loss on financial transactions”, subsequently to cover the amount recognized under the item “Capital from business mergers” and the remaining part of the profit shall be allocated to the Company’s share premium.

Voting results:
Number of shares: 9 209 440
Total number of votes at the meeting: 4 660 000
In favour: 4 660 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

The resolution of the meeting was adopted.

3.Adoption of a resolution regarding the change in the financial year and related changes in the Company’s Articles of Association
3.1.To change the financial year of the Company to be 01.12-30.11.

3.2.To approve the new redaction of the Company’s Articles of Association with the abovementioned amendments.

3.3.The current financial year of the Company will run from 01.07.2025 to 30.11.2026.

Voting results:
Number of shares: 9 209 440
Total number of votes at the meeting: 4 660 000
In favour: 4 660 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

The resolution of the meeting was adopted.

The resolution of the meeting was adopted.

The meeting ended at: 11.30.

The meeting was held in the Polish language.

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