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|NOTICE OF CALLING THE |
|ANNUAL GENERAL MEETING OF |
|AS PRO KAPITAL GRUPP |
|SHAREHOLDERS |
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|Dear shareholder of AS Pro Kapital Grupp, |
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|We announce that the Management Board is calling for the annual general|
|meeting of the shareholder of AS Pro Kapital Grupp (registration code|
|10278802, located at Sõjakooli 11, Tallinn, Republic of Estonia; hereinafter|
|the Company), which shall take place on Tuesday, 28(th) of May, 2024 at 11.00 |
|at the premises of the Company at Sõjakooli 11 in Tallinn. Registration of|
|shareholders shall take place from 10.45 - 11.00 on the 28(th) of May 2024 at|
|the location of the meeting. |
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|The reason for calling the annual general meeting is to decide on the approval|
|of the annual report for the financial year of 2023 and deciding on covering|
|the net loss. The proposal to call the annual general meeting of shareholders|
|was made by the Management Board of the Company. |
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|The agenda of the meeting is as follows: |
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| 1. Election of the Chairman and Secretary of the annual general meeting of |
| shareholders |
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|The Management Board's proposal: |
|Elect Ilona Nurmela as the Chairman of the annual general meeting of the|
|shareholder. Elect the Secretary of the annual general meeting as per|
|suggestions made at the meeting. |
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| 1. Approval of the audited annual report of the Company for the financial |
| year of 2023 |
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|The Company has prepared the annual report for the financial year of 2023. The|
|report has been audited and the audited report has been made available to the|
|shareholders. It is the competency of the shareholders to approve the annual|
|report. |
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|The Council's and Management Board's proposal and draft of the resolution: |
|Approve the audited annual report of the Company for the financial year of|
|2023. |
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| 1. Resolution of covering the loss |
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|The Company's net loss for the financial year which ended on 31 December 2023 |
|was in the |
| amount of 900 000 Euros. As per the commercial code it is the|
|shareholders' competency |
| to decide to cover the loss. |
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|The Council's and Management Board's proposal and draft of the resolution: |
|Cover the net loss for the financial year which ended 31 December 2023 in the|
|amount of 900 000 Euros with retained earnings of previous|
|periods. |
|Administrative issues: |
|According to the Commercial Code § 297 section 5 the set of shareholders|
|entitled to take part in the annual general meeting of shareholders shall be|
|determined 7 calendar days prior to the general meeting as at the end of the|
|working day of the settlement system of the registrar of the Estonian register|
|of securities or another depository where the shares of a public limited|
|company are entered, i.e. at the close of business on 21(st) of May, 2024. |
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|A shareholder has the right to receive information on the activities of the|
|public limited company from the management board at the general meeting. The|
|management board may refuse to give information if there is a basis to presume|
|that this may cause significant damage to the interests of the public limited|
|company. If 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 to file a petition to a court in order to obligate|
|the management board to give information within two weeks after the general|
|meeting. |
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|Shareholders whose shares represent at least 1/20 of the share capital may|
|request adding items to the agenda of the general meeting, if the respective|
|request has been made 15 days before the meeting, i.e. on 13(th) of May, 2024 |
|at the latest. Any draft resolutions for each item on the agenda must be|
|submitted in writing at the address of the Company (see above) at least 3 days|
|before the meeting, i.e. on 25(th) of May, 2024 at the latest. |
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|Items previously not on the agenda may be added to the agenda, if at least|
|9/10 of participating shareholders approve and their shares represent at least|
|2/3 of the share capital (proxy votes will be discounted). Regardless of prior|
|requests or the lack thereof, a general meeting may decide on calling the next|
|meeting and settle submissions concerning administrative issues related to the|
|agenda or to the procedure for holding the meeting (such matters do not have|
|to be included on the agenda beforehand), and may discuss other matters|
|without making resolutions. |
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|The shareholder can, until 27(th) of May, 2024 at 16:00, inform the Company of|
|appointing a representative or of renouncing the power of attorney previously|
|given to a representative, by sending a relevant digitally signed notice to|
|prokapital@prokapital.ee (mailto:prokapital@prokapital.ee), or by sending a|
|relevant written notice to the office of the Company at Sõjakooli 11, Tallinn.|
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|The shareholders of the Company can acquaint themselves with the drafts of the|
|resolutions and proposals, the audited annual report for the 2023 financial|
|year, the auditor's opinion on the webpage of the Company www.prokapital.com|
|(http://www.prokapital.com) under the sub-section Company, Investor,|
|Shareholders or upon prior request at the location of the Company at Sõjakooli|
|11, Tallinn at an agreed time during business days from 09:00 until 17:00. If|
|you have any questions in regards to the annual general meeting of|
|shareholders, please contact us by phone + 372 6 144 920 or by email at|
|prokapital@prokapital.ee (mailto:prokapital@prokapital.ee). Questions and|
|answers related to the agenda of the shareholders meeting shall be published|
|on the website of the Company www.prokapital.com (http://www.prokapital.com)|
|under the section Company, Investor. |
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|Documents needed to participate at the meeting: |
|Shareholder who are natural persons are kindly asked to bring along a valid|
|identification document. Shareholders who are legal entities, are requested to|
|bring an extract from the relevant register, where that legal person has been|
|registered, and a valid identification document of the representative. In|
|addition to the above, representatives are kindly asked to bring along a valid|
|written power-of-attorney. Documents issued by a foreign country's official|
|must be either legalized or authenticated with a document certificate|
|apostille and translated into English. |
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|Proxy voting prior to the meeting: |
|It is possible to vote by proxy in advance of the meeting by submitting the|
|relevant form to the Company before the meeting. The form with instructions is|
|available on the webpage of the Company www.prokapital.com|
|(http://www.prokapital.com) under the sub-section Company, Investor,|
|Shareholders. |
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|Best regards, Management Board of AS Pro Kapital Grupp |
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