04.04.2025
The management board of AS Bercman Technologies (registry code 14134425, address Riia str 26, 50405, Tartu, Estonia) (hereinafter the “Company”) hereby publishes the following draft resolution in accordance with § 2991 of the Commercial Code without calling an extraordinary general meeting.
Regarding the draft decision, we ask shareholders entitled to vote to submit their position (for or against the decisions) on a digitally signed voting form, which is available on the Company’s website (https://www.bercman.com/investor-relations/), no later than 10 April 2025 at 23:59 Estonian time by sending your position to the Company’s e-mail address info@bercman.com or personally signed to the address Riia 26, 50404 Tartu, Estonia. If the ballot is signed by a representative of a natural person or an authorised representative of a legal entity, whose right of representation is not visible in the business register, please also forward the signed power of attorney. The power of attorney form is available on the website https://www.bercman.com/investor-relations/. Please choose a way to deliver the 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 this draft decision, the Company’s share capital is 146,400.70 euros. The company has 1,464,007 ordinary shares, each share gives 1 vote. The circle of shareholders entitled to vote will be determined seven days before the voting deadline, i.e. April 03, 2025, as of the end of the business day of the Nasdaq CSD SE settlement system.
Circumstances
The members of the Supervisory Board of the Company, Kuldar Leis and Raimond Russak, have expressed their intention to resign from the Supervisory Board. Kuldar Leis submitted his resignation to the Management Board on 25 March 2025 due to his appointment as the Minister of Infrastructure of the Republic of Estonia. Raimond Russak submitted his resignation to the Management Board on 26 March 2025 to focus on other commitments.
The board of the Company submits the following draft shareholders’ resolution to the shareholders for voting:
1. Recall of the Members of the Supervisory Board of the Company
To recall the Chairman of the Supervisory Board, Kuldar Leis, and the member of the Supervisory Board, Raimond Russak, from the Company’s Supervisory Board based on the resignation letters submitted by the respective members.
The Supervisory Board’s proposal regarding the draft: to be adopted in the above wording.
2. Election of New Members of the Supervisory Board of the Company
To elect Robert Rosenzweig (Swedish personal identification code: 19670424-6617) and Hans Leis (personal identification code: 39408076844) as new members of the Supervisory Board of the Company for a term of five (5) years from the date of adoption of the resolution.
The Supervisory Board’s proposal regarding the draft: to be adopted in the above wording.
3. Election of the Chairman of the Supervisory Board of the Company
To elect the current member of the Supervisory Board, Tarvi Thomberg (personal identification code: 38205100317), as the Chairman of the Supervisory Board of the Company.
The Supervisory Board’s proposal regarding the draft: to be adopted in the above wording.
Shareholders’ resolutions can be voted on:
By sending a ballot filled in and digitally signed or signed and scanned on paper by a shareholder entitled to vote or his authorized representative via email to info@bercman.com during the voting period.
By submitting or sending a paper ballot filled out and signed by the voting shareholder or his authorised representative to the Company’s location at Riia 26, 50404 Tartu, Estonia, so that it arrives no later than the end of the voting deadline.
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 Investor Relation page.
If 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 (except a simple power of attorney) are requested to be legalised 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.
Introduction of new Supervisory Board members, voting form, power of attorney form, board’s decision on the draft, Supervisory Board’s decision on the agenda and proposals regarding the draft are available on the Investor Relations page.
The adopted decisions are announced to the shareholders as a stock exchange announcement and on the Company’s website. The full minutes together with the submitted opinions will be provided to the shareholder upon his 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 protocol.
Questions about the draft resolutions can be sent to the Company’s e-mail address info@bercman.com until April 09, 2025, at 23:59.
For more information, please contact:
Mart Suurkask, Member of Board
E-mail: mart.suurkask@bercman.com