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Notice of calling a special general meeting of shareholders

23.09.2022

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: 

  1. in case of a shareholder who is a natural person – an identity document;  
  1. in case of a representative of the shareholder who is a natural person – an identity document and a written power of attorney;  
  1. in case of a legal representative of a shareholder who is a legal person – an extract from the relevant (commercial) register where the legal person is entered and an identity document of the representative;  
  1. in case of a transaction-based representative of a shareholder who is a legal person – an extract from the relevant (commercial) register where the legal person is entered, an identity document of the representative and a written power of attorney issued by the legal representative of the legal person.  

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: 

  1. Organisation of the public offering of the Company’s shares; 
  1. Preclusion of the pre-emptive right of subscription of the shareholders. 

The supervisory board of the Company has made the following proposals to the shareholders with respect to the items on the agenda (draft resolutions): 

  1. Organisation of the public offering of the Company’s shares 

Approve the organisation of the public offering of the Company’s shares on the following terms: 

  1. Offering: public offering in Estonia;  
  1. Share: ordinary share of the Company with a nominal value of 0.1 euros;  
  1. Volume of the offering: up to 120,000 shares which in the event of oversubscription can be increased up to 210,000 shares; the indicative financial volume of the offering is up to 360,000 euros, in the event of oversubscription up to 630,000 euros; 
  1. Offer price: 3 to 4 euros per share, whereas the final price of the offering shall be determined by the supervisory board of the Company based on the market value of the Company’s share, the general macroeconomic situation and other circumstances that the supervisory board of the Company deems as relevant;   
  1. Proposed subscription period: 04.10.2022 – 14.10.2022;  
  1. Admission to trading: apply for the new shares of the Company to be admitted to trading on Nasdaq Tallinn’s multilateral trading facility First North; 
  1. Deciding on the increase of share capital: decided by the supervisory board of the Company on the basis of the right provided in the articles of association. 

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.  

 

  1. Preclusion of the pre-emptive right of subscription of the shareholders 

In accordance with section 5.4 of the articles of association of the Company:  

  1. approve the increase of the Company’s share capital and issue of new shares to organise the public offering decided by the supervisory board in clause 1; 
  1. preclude the pre-emptive right of subscription of the shareholders of the Company to organise the public offering decided by the supervisory board in clause 1. 

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: https://www.bercman.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 addressmart.suurkask@bercman.com  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 addressmart.suurkask@bercman.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 mart.suurkask@bercman.com. 

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:  

  1. An electronic vote must be sent to the e-mail address mart.suurkask@bercman.com at the latest one hour before the start of the meeting indicated in the notice of calling the general meeting. A shareholder has a right to change or cancel the vote or submit an objection at the latest by the above deadline for the submission of the vote;  
  1. The vote of the shareholder must be submitted by using the respective voting form and must be signed digitally. The voting form to be used by the shareholder for the submission of the vote is available on the website of the Company at: https://www.bercman.com/;   
  1. In case a shareholder is represented at the general meeting by a representative, the following must also be submitted to the e-mail address indicated in clause 1 together with the electronic vote or before submitting the electronic vote: 
  1. in case of an authorised representative – a digitally signed power of attorney and if the shareholder is a legal person, also a copy of the (commercial) register extract of the shareholder or the other documents evidencing the representation right of the person who signed the power of attorney; 
  1. in case of a legal representative – a copy of the (commercial) register extract of the shareholder or the other documents evidencing the representative’s representation right;  

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;  

  1. The shareholders who have voted on time shall be deemed to have taken part in the general meeting and the votes represented by their shares shall be accounted as part of the quorum of the general meeting, unless otherwise provided by law. If only draft resolutions that were not disclosed before the general meeting are voted on at the general meeting, in respect of which the shareholder did not submit any votes, the shareholder shall not be deemed to have taken part in the general meeting.  

 

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. 

Mart Suurkask
AS Bercman Technologies
Chairman of the Management Board
Phone: +372 5340 2902
E-mail: mart.suurkask@bercman.com 

 

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    Bercman
    Technologies

    Bercman Technologies AS
    Reg. no. 14134425
    VAT EE101977472
    Riia 26, Tartu, 50405, Estonia
    info@bercman.com


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