The supervisory board of Coop Pank AS (hereinafter the Bank) decided on 14
October 2020 to increase the share capital of the Bank by 795,734.54 euros by
way of issuing new ordinary shares.
The decision to increase the share capital was adopted to enable the realisation
of the options issued within the option programme that was approved with the
resolution of the general meeting of the Bank on 11 December 2017, on the
conditions indicated in the referred decision. The share capital shall be
increased in accordance with clause 3.3.5 of the Bank's articles of association.
The management board of the Bank shall determine the exact number of shares to
be issued and the final scope of the increase of the share capital after the
results of subscription for shares by the option holders are clear.
Decisions of the supervisory board:
1. To increase the Bank's share capital by 795,734.54 euros, as a result of
which the Bank's share capital will increase from 60,960,316.90 euros to
61,756,051.44 euros.
2. The share capital will be increased by way of issuing new shares (ISIN:
EE3100007857) During the increase of the share capital to issue up to
1,167,700 new ordinary shares of the Bank, with a book value of 0.6814546
euros per share. After the increase of the share capital, the Bank has a
total of 90,623,866 shares without nominal value. The increase of the Bank's
share capital will not create any exceptions or special rights in connection
with the Bank's ordinary shares.
3. According to the resolution adopted under item 5 of the agenda of the
general meeting of shareholders of the Bank on 28 May 2020, the pre-emptive
right to subscribe for the new shares belongs to the Bank's employees, to
whom the share option programme, approved with the resolution of the Bank's
general meeting of 11 December 2017, extends and with whom the Bank has
concluded the respective option contracts (the option holders). According to
the resolution of the Bank's general meeting of 28 May 2020, the pre-emptive
right of the existing shareholders to subscribe for the new shares which are
issued to the option holders pursuant to clause 3.3.5 of the articles of
association for the realisation of the Bank's share option programme, is
precluded.
4. The term for exercising the pre-emptive right and the time period of
subscribing for the new shares is from 22 October to 26 October 2020.
5. The issue price is 0.7305 euros per share, of which 0.6814546 euros is the
book value of a share and 0.0490454 euros is the share premium.
6. The increase of share capital and payment for the new shares shall be fully
carried out by monetary contributions.
7. To grant the to the Bank's management board a right to cancel the new shares
which have not been subscribed for during the subscription period (and
increase of share capital within the respective extent that the shares were
not subscribed for) or extend the subscription period. The management board
may exercise the aforementioned rights within 15 days after the end of the
subscription period (or upon expiry of such additional term upon extending
the subscription period). Should the Bank's management board cancel the
unsubscribed shares within 15 days as of the end of the subscription period,
the subscription shall be deemed valid and successful and the increase of
share capital within the extent subscribed for by the option holders shall
be registered in the Estonian Register of Securities and in the commercial
register pursuant to as stipulated in the resolution of the Bank's
management board.
8. The new shares to be issued during the increase of share capital shall grant
the right to dividend for the financial year started on 1 January 2020.
9. The Bank's management board to organise the listing of the new shares on the
Main List of the Nasdaq Tallinn Stock Exchange.
Coop Pank, based on Estonian capital, is one of the five universal banks
operating in Estonia. The bank has 78,000 clients who use everyday banking
services. Coop Pank uses the synergy created between retail trade and banking
and brings everyday banking solutions closer to people. The majority shareholder
of the Bank is a domestic retail chain Coop Eesti, the sales network of which
comprises 330 stores.
Additional information:
Katre Tatrik
Communications Specialist
Tel: +372 5151 859
E-mail: katre.tatrik@cooppank.ee (mailto:katre.tatrik@cooppank.ee)
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