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 (), 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 , 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 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: .

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: .

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 until the deadline for shareholders to submit their comments. 

Additional information:

Henri Laks

Member of the management board

Tel:

E-mail:

Hepsor AS () 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 m² 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 m².