RESOLUTIONS
Of Annual General Meeting of Shareholders
Of AS "Kalve Coffee" held on 13 May 2026
1. Reports of the Management Board, the Supervisory Board and statement of the Sworn auditor, approval of Annual report for the year 2025.
1) To take notice of the report of the Management Board, the report of the Supervisory Board of the Company, as well as the statement of the sworn auditor.
2) To approve the Annual accounts of AS "Kalve Coffee" for the year 2025 prepared by the Management Board of the Company and revised by the Supervisory Board of the Company.
2. Profit distribution.
1) Cover the Company's losses in the amount of EUR 115 626 for 2025 from the undistributed profit of previous and future years.
3. Electionof the auditor and determination of the auditor's remuneration.
1) To appoint SIA "Grant Thornton Baltic Audit" (commercial company licence No. 183) as the auditor of AS "Kalve Coffee" for the audit of the annual reports for 2026, 2027, and 2028.
2) To set the auditor's remuneration for carrying out the audit of the annual reports for 2026, 2027, and 2028 at EUR 10 500 per each year, excluding VAT.
3) To instruct the Management Board of AS "Kalve Coffee" to conclude an agreement with the appointed auditor regarding the audit of AS "Kalve Coffee" annual reports for 2026, 2027, and 2028.
4. Approval of amendments to the Articles of Association
1) To approve amendments to Articles of Association of AS "Kalve Coffe", by expressing the clause 4.2 as follows: "Management Board member shall have the right to represent the company solely".
2) To approve the amendments to the Articles of Association adopted in AS "Kalve Coffee" Supervisory Board meeting minutes No. 03-2026, by expressing the clause 3.1 as follows: "The Company's share capital is EUR 120 947.30 (one hundred twenty thousand nine hundred forty seven euros and thirty cents), consisting of 1 209 473 (one million two hundred nine thousand four hundred seventy three) shares of the company, with a nominal value of EUR 0,10 (cents) per share."
5. Determination of remuneration to members of the Supervisory Board.
1) To determine the remuneration for the performance of the duties of Supervisory Board member of the Company in the amount of EUR 500 (five hundred euros) before applicable tax payments for each Supervisory Board Member, for each meeting of the Supervisory Board in which the person has participated in 2026.
6. Approval of amendments to employee share option issue terms.
1) To make amendments to AS "Kalve Coffee" employee share option issue terms and to express clause 7.3. of the terms as follows: "7.3. In the event that the Company's KPI's set out in the Notice (in accordance with clause 7.2.2) are not met, the Management Board of the Company may approve the full or partial exercise (conversion to shares) of share options, if the Option holder has met the Individual KPI's set out in the Notice (in accordance with clause 7.2.1)"
2) To make amendments, by specifying the following numbering within the employee share option issue terms of AS "Kalve Coffee": "7.4. The Management Board shall, within 10 days after receipt of the Application for acquisition of shares, adopt a decision to issue the required number of shares (increase the share capital). 7.5. The Supervisory Board shall, within a month after the issue of shares, decide on amendments to the Articles of Association of the Company, specifying the size of the share capital. The Management Board shall prepare and sign the full new version to the Articles of Association, as well as submit an application for an increase in the share capital to the Commercial Register maintained by the Register of Enterprises of the Republic of Latvia. 7.6. All rights (including voting rights and the right to receive dividends) that are attributable to the shareholder (Option holder) as the acquirer of the Company's new issue shares shall be acquired from the moment when (i) the increase in the share capital is registered in the Commercial Register of the Register of Enterprises of the Republic of Latvia in accordance with the provisions of the Commercial Law and (ii) when the new issue shares are recorded in the Option holder's financial instruments account in accordance with the provisions of the Financial Instruments Market Law."
13 May 2026
Management Board ofAS "Kalve Coffee"
The shares of AS "Kalve Coffee" are admitted to trading on Nasdaq Baltic First North Market.
The certified advisor of AS "Kalve Coffee" is ZAB Eversheds Sutherland Bitāns SIA.
AS Kalve Coffee is a brand created by coffee professionals, aiming to develop and strengthen the culture of specialty coffee roasting, brewing, and appreciation in the Baltic region. Kalve Coffee began operations in early 2019. The core values of KALVE are outstanding coffee and service quality, honesty, excellent product design, and responsible practices in all processes. As we continue to grow as a B-Corp company, sustainability is key - both through products and services with a positive long-term impact and by caring for environmental quality at every stage of the coffee production chain.
Contact information:
Gatis Zēmanis
Chairman of the Management Board
+371 27303355
ir@kalvecoffee.com
Certified Advisor:
ZAB Eversheds Sutherland Bitāns SIA
Kārlis Jēkabs Īvāns
M: +371 20 380 986
E-pasts: k-j.ivans@eversheds-sutherland.lv