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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 AS Pro Kapital Grupp (registration code 10278802, located at|
|Sõjakooli 11 Tallinn Republic of Estonia) (hereinafter the Company)|
|shareholders which shall take place on Wednesday, 7(th) of July, 2021 at|
|13.00 in the Andante room at Sokos Hotel Viru, Viru väljak 4, 10111 Tallinn|
|Republic of Estonia. Registration of shareholders shall take place from 12.45 |
|- 13.00 on the 7(th) of July 2021 at the location of the meeting. |
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|The reason for calling the annual general meeting is to decide on approval of|
|the annual report for the financial year of 2020, resolution on covering the|
|loss, election and remuneration of the auditor. 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 Karin Madisson as the Chairman of the annual general meeting of the|
|shareholders. Elect the Secretary of the 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 2020 |
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|The Company has prepared the annual report for the financial year of 2020. 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|
|2020. |
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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 31 December 2020 was|
|in the amount of 55,677,271 Euros. In addition, the Company had to correct the|
|results of its 2019 financial year, due to which the net loss for 2019 |
|increased by 2,096,645 Euros, amounting to 29,078,337 Euros. As per the|
|commercial code it is the shareholders' competency to decide on how 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 2019 in the|
|amount of |
|2,096,645 Euros with retained earnings of previous periods |
|Cover the net loss for the financial year which ended 31 December 2020 in the|
|amount of |
|55,677,271 Euros with retained earnings of previous periods in the amount of|
|47,646,533 Euros, from the revaluation reserve in the amount of 2,983,778 |
|Euros, from the statutory reserve in the amount of 1,133,759 Euros, and from|
|share premium in the amount of 3,913,201 Euros. |
|The sums retained in the reserves after such deductions will be 0 Euros and|
|the amount of the share premium retained shall be 1,747,955 Euros. |
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| 1. Election of the auditor |
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|In financial year of 2020 AS Deloitte Audit Eesti has provided audit services|
|to the Company in relation to the audit of the annual report. The auditor has|
|confirmed as required by the corporate governance recommendations that it has|
|no work, economic or other relations that would threaten its independence|
|while rendering auditing service. In 2021, the Management Board of the|
|Company made a new tender. The recommendation of the audit committee and the|
|Council in 2021 is to elect Ernst & Young Baltic AS, as their price offer and|
|quality of work is considered to be in the best proportion. |
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|The Council's and Management Board's proposal and draft of the resolution: |
|Elect Ernst & Young as the auditor of the Company for the financial year of|
|2021. |
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|To approve the principles for remuneration of the auditor as per the agreement|
|to be signed with the auditor. Approve the fee payable to the auditor for the|
|audit of Company and its subsidiaries for the financial year of 2021 in the|
|amount of 62 900 Euros (net of VAT). |
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|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 as at 7 days before holding 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, which precedes the general meeting, i.e. on 30th |
|of June, 2021 at end of the working day. |
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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, within two weeks after the general meeting,|
|a petition to a court by way of proceedings on petition in order to obligate|
|the management board to give information. |
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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 23(rd) of June,|
|2021 at the latest. They may also submit a draft resolution for each item on|
|the agenda at least 3 days before the meeting, i.e. on 4(th )of July, 2021 at|
|the latest. Please submit the draft resolution in writing to AS Pro Kapital|
|Grupp, Sõjakooli 11, Tallinn, 11316. |
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|At the meeting, items previously not on the agenda may be taken onto 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).|
|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 without such matters having to be included|
|on the agenda beforehand, and to discuss other matters without making|
|resolutions. |
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|The shareholder can until 6(th) of July, 2021 at 16:00 inform the Company of|
|appointing a representative or of renouncing the power of attorney of the|
|representative, by sending the digitally signed notice to|
|prokapital@prokapital.ee (mailto:prokapital@prokapital.ee) or by sending the|
|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 of 2020 financial year,|
|the auditor 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 the 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 |
|Natural person shareholders are kindly asked to bring along a valid|
|identification document, representatives are kindly asked to bring along a|
|valid identification document and a valid written power-of-attorney. In the|
|case of shareholders who are legal entities we request you to bring an extract|
|from the relevant register, where that legal person has been registered and a|
|valid identification document of the representative. For persons representing|
|a legal entity under power of attorney we kindly ask to bring in addition of|
|the referred documents also a valid written power of attorney. Each document|
|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 |
|It is possible to vote by proxy 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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