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
(https://www.globenewswire.com/Tracker?data=DAvNURgeuTzVcoyxsmnSWpCn8EgQwOY16eRM
LkcKO4ZfOR1XP5xGbmD8NtkIAVqj2An2dIPxComwwFb4uEIUMX47K1EhM4EY1j796RkBQIvr5bweilJk
B4UAxGiirP-T2b-
fkXWLj5c2PLzx_1ytiKLvdgQb_z4_mL0XLjP9ISksDsOrujeNaItCkYPT9BgzVvDpPMPg3c9e9bsf931
mzOx7gRplU7r_QPaBt4TspH_UlP_blWNbO6dDcPv3HESbv3wZUn6_vV9R8hC6KoltEfSvZOT9MTC5Mqe
1BnX29MRRpAFK95KH0OHO6OnVvZyEV-
eF5BOK30kk3bFIg1SNcd8ZsG_xkHbqyAzfkDckv0u1qUwm49YwiqgcOlrd03T9STihQ8nzChiC9Iu1pl
KflRci9DZLDaqOW8pYJD2t6QATK87pUgelOhpsOJIfqHnA-
DZLbZ54G7ISaWRzWQur56GYKGwPtQSJk0v0TCqF-
BnbK1czWx7dlAwWvETGh14fcw5Py6TsFmZBj0dJBep7v8v9D1M3NfXV_wtwyRaIsJbK5bB0kVhxB_DXZ
FdsMmQDrx4OQ1wrHitDshZnst8t8n2EhH9kbmc9RofFCd4Squ3Jm0Jsu3Xlk9OD4lZMocsIRky6R3SUi
gd-Tuqp3rhhl9LSNs1Bbe1x7-932_s7rwG9J-Dgzzq0nVbxkYPGWwa91uSqotMp-
4mR7eqQvjInescG8g6GSPqHuFm1dola2MUnRJAMPJG_d0XBRUlsLMsEl-
VR6FwQ0uNKNPn7yHjmwcAGBjiaV5W13TNdYC9FwDpvUigsicuYOrqgqP2pnWF1Rqga0wXvRvKSw9fOvw
CQgOeoek-
U0d91nvaVt0zDPnRVHqP55D7ULKItt3HJz8ZXH3RQU9opdrMChgPED8pmZ_0hLleorLbxUWotfSRjbrJ
Vf3_cDk0E73zT6nM04XcFgbShkczca7Px2uFg55QS6XAfXgq6GNkKN_6CtfYp_CZhjaFmF8CWp4jEgpK
OM-tsgFr8NgCNPEoELP19XkZIL5yIN_XXzpvmhqhNh7KhB-8yJfw63Z-
olN1qB3BwapyBRz4P7TLFkA5y4MEOBsM3BPlYm-
vtVvhD5qjPgL1qC68k61fjFezGz0ryblVH1DAqm3laCibGm8RlVdPmSC60wF8z6Buu1wYaQkovnG_sE1
otA3zoFg2hE-yLL6yPfkUQj-gfbDEy5aA1-Zd5JwPp-
fQEtZomPp4y1WKqLKEIrqinL6__zIPVtTPDIWIL9VtoIIlRQe6kVnGdvrr1vqj8MfudCB1CkHhFFfb-
2q_n1kkTLSuev7aZnMPQPMiku7mVx74lK4kNjdl8l18dNndYVQsqHi67hQR2M18wH6pfk4ckymw40Qtz
xPfRCrOjSFA1GMAGjQGMYlyzepKkT2f112zC6B4AE5H71VeYJznHLyS4v-
NjeXc6B2QyZQZXwbkpkVauUgX458M7ps5JUCX5w1PDamqSWcpmDp-
1jIOFXw_aLQyMwEl_Xw3YWsFkdHiW7WgBYgoDVJqfDHzfy7yMWq4zaFqHyGWcU27UcMkz_iq_HJWYG_f
A0qTwVjCrcib-PnrGE6rwnMjiV3lc8VKvFKG6jo-Z-D6ADJvxe-
7jkSuBoFwRaNUo_ufW70tvdzqlIjEV_I8r_1208hU6yJijG8U06MZNZZesr_HCmKCfmdjPmCHWlm6pcY
vxHoVMBo9MZI5vrIvFQOXz9iVr9XqzSapYiFnMWYvzlbJzz9hq2tAWIWgBKCDfefVD3hLKd6WYsQiATh
JfvRuPTxpXRbJXXK2Obx6arIMqX149JgaseTgzfn2X3BtMMtjCrMyw8XD7U5Jnzbq4lG-
Jc9JUku_Zn4aL4VQRXnwQ7eMzRxLFCRhrw-6sTNnWNyvS0knHtqByGc-
aB5t0iet_6rOCnMsNyuQdZe0KwhBih4Zu2ds-
27KKW969Fvp4NeGP2Wc1VreAmS4cndBEJSnHg_lZODfWDVQW0zk34SHMc-
bjXzXDEfABMC7ndYA3haABVul-hULcaQBsFUhY1Eg167vPCymOWpRdufF_R5Ey-
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).