The management board of AS Bercman Technologies (registry code14134425, address/seat Riia tn 26, 50405, Tartu, Estonia) (hereinafter the “Company”) hereby calls a special general meeting of shareholders to be held on 3 October 2022 at 14:00 (Estonian time) at the seat of the Company at Riia tn 26, 50405, Tartu, Estonia.
The list of shareholders entitled to vote at the general meeting shall be determined as at seven days before the general meeting is held, i.e. on 26 September 2022 at the end of the business day of the settlement system of Nasdaq CSD Estonia.
The registration of participants of the general meeting shall begin at 13:30 on 3 October 2022.
When registering for the meeting, please submit:
The (commercial) register extract regarding legal person registered abroad must be legalised or certified with an apostille, unless provided otherwise in the relevant convention or international agreement. If the representation right is not apparent from a (commercial) register extract, other documents which evidence the representative’s representation rights must be presented. Extracts and other documents which are not in Estonian or in English must be translated into English or Estonian by a sworn translator.
Agenda of the special general meeting
Pursuant to the resolution of the supervisory board of the Company, the agenda of the special general meeting of the shareholders is as follows:
The supervisory board of the Company has made the following proposals to the shareholders with respect to the items on the agenda (draft resolutions):
Approve the organisation of the public offering of the Company’s shares on the following terms:
The shareholders authorise the management board of the Company to carry out the public offering of the shares and apply for their admission to trading in the multilateral trading facility First North pursuant to the above terms, whereas the management board of the Company has the right to change the offer period in case the management board considers it reasonable and necessary.
In accordance with section 5.4 of the articles of association of the Company:
Explanation of the management board: the preclusion of the pre-emptive right of subscription of the shareholders of the Company is necessary in order to ensure that the Company can engage new investors to the Company’s group of investors and to ensure the success of the public offering decided in clause 1; secondly, the preclusion of the pre-emptive right of subscription is necessary for the operative technical organisation of the public offering decided in clause 1 – in order to settle the offering, the shares borrowed from current shareholders are used and new shares are issued to the shareholder who lent the shares.
All documents pertaining to the special general meeting of the shareholders of the Company and the documents to be presented to the general meeting pursuant to the law (inter alia, the draft resolutions of the general meeting and the substantiations submitted by the shareholders in respect to the items on the agenda) are available for review on the Company’s website: http://smartpedestriancrosswalk.com/.
A shareholder has the right to receive information on the activities of the Company at the general meeting. The management board may refuse to give information if there is a reason to presume that this may cause significant damage to the interests of the Company. In the event the management board refuses to give information, the shareholder may demand that the general meeting decide on the legality of the shareholder’s request or file, within two weeks after the general meeting, a petition to a court by way of proceedings on petition (hagita menetlus) in order to obligate the management board to give information.
The shareholders whose shares represent at least 1/10 of the share capital of the Company may submit to the Company a draft resolution in respect of each item on the agenda by submitting it in writing to the e-mail firstname.lastname@example.org or by sending it to the Company’s address. The right specified in the previous sentence may not be used later than three days before the general meeting is held.
The shareholders whose shares represent at least 1/10 of the Company’s share capital may demand the inclusion of additional issues on the agenda of the special general meeting if the respective demand has been submitted no later than 15 days before the general meeting is held, by submitting the request in writing to the email email@example.com or by sending it to the Company’s address. Upon exercising the above right, the shareholders shall simultaneously with the demand on the modification of the agenda submit to the Company a draft of the resolution or substantiation regarding each additional issue.
Any questions regarding the items on the agenda of the special general meeting may be presented by sending them to Mr Mart Suurkask at the e-mail address firstname.lastname@example.org.
The shareholders may vote electronically on the draft resolutions prepared in respect of the items on the agenda before the meeting in accordance with the following procedure:
The (commercial) register extract regarding a legal person registered abroad must be legalised or certified with an apostille, unless provided otherwise in the relevant convention or international agreement. Extracts and other documents which are not in Estonian or in English must be translated into English or Estonian by a sworn translator. The respective original documents must be submitted to the Company at the latest by the deadline for the submission of the electronic vote;
A notarized or written power of attorney replaces a digitally signed power of attorney provided that it has reached the Company at the latest by the deadline for the submission of the electronic vote;
Mart Suurkask, chairman of the management board of AS Bercman Technologies: “We are calling the meeting of shareholders to obtain the support of the shareholders for the company’s plan to organise an additional public offering of shares. Despite the complicated geopolitical situation, Bercman has exciting developments regarding an expansion to foreign markets and in product development we are using new functions of the smart pedestrian crosswalk in order to increase competitiveness and sales. We would like to raise additional capital to facilitate the company’s faster growth. If the meeting of shareholders approves the organisation of the public offering of shares, we will publish more detailed information about the offering after the meeting in the company’s description document.”
AS Bercman Technologies
Chairman of the Management Board
Phone: +372 5340 2902