Resolutions of the shareholders of Hepsor AS – adoption of resolutions of the general meeting without calling a meeting

The management board of Hepsor AS, registry code 12099216 (hereinafter the Company) published on 5 June 2025 pursuant to § 299¹ subsections 1, 2 and 3 of the Commercial Code the draft resolutions for the adoption of shareholders’ resolutions without calling a meeting.

The list of shareholders entitled to vote was determined as at seven days before the voting term, i.e. on 5 June 2025 at the end of the business day of the settlement system of Nasdaq CSD Estonia. The Company has a total of 9,142 shareholders, who own a total of 3,854,701 shares.

The deadline for shareholders to submit their positions was on 12 June 2025 at 23:59 Estonian time. Six shareholders of the Company submitted their vote, whose shares represent in total 2,978,700 votes, that forms 77.27% of all votes determined by shares.

The shareholders of the Company adopted the following resolutions

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.

2,978,700 votes were in favour of the resolution i.e. 77.27% of all votes represented by shares, 876,001 votes opposed or did not vote i.e. 22.73% of all votes represented by shares. Thus, the resolution has been adopted in the wording 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.

2,978,700 votes were in favour of the resolution i.e. 77.27% of all votes represented by shares, 876,001 votes opposed or did not vote i.e. 22.73% of all votes represented by shares. Thus, the resolution has been adopted in the wording 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.

2,978,700 votes were in favour of the resolution i.e. 77.27% of all votes represented by shares, 876,001 votes opposed or did not vote i.e. 22.73% of all votes represented by shares. Thus, the resolution has been adopted in the wording above.

Additional information:

Henri Laks
Member of the management board
Tel: +372 5693 9114
E-mail: henri@hepsor.ee

Hepsor AS (www.hepsor.ee) is a developer of residential and commercial real estate. The Group operates in Estonia, Latvia and Canada. During our fourteen years of operation, we have created 2,076 homes and nearly 36,300 m² of commercial space. As the first developer in the Baltic countries, Hepsor has implemented several innovative engineering and technical solutions that make the buildings built by the company more energy-efficient and thus more environmentally friendly. The company’s portfolio includes a total of 25 development projects with a total area of 172,800 m².