Market announcement

Title

NOTICE OF CALLING EXTRAORDINARY GENERAL MEETING OF AS PRO KAPITAL GRUPP SHAREHOLDERS

Message

Tallinn, 2014-02-13 09:52 CET (GLOBE NEWSWIRE) --

Dear shareholder of AS Pro Kapital Grupp

We announce that the management board is calling for an extraordinary general
meeting of AS Pro Kapital Grupp (registration code 10278802, located at Põhja
pst. 21 Tallinn Republic of Estonia) (hereinafter referred to as the Company)
shareholders which shall take place on the 14th of March 2014 at 10.00 at the
premises of the Company, Põhja pst 21 Tallinn Republic of Estonia. Registration
of the shareholders for the meeting shall start on the 14th of March 2014 at
9.45 and shall end at 10.00 at the location of the meeting. 

The reason for calling the extraordinary general meeting is to decide on
approval of the issuance of new shares by AS Tallinna Moekombinaat
substantially on the terms and conditions approved by extraordinary general
meeting of shareholders of the Company. The proposal to call the extraordinary
general meeting of shareholders was made by the Management Board of the
Company. 

The agenda of the meeting is as follows:

1.    Election of the Chairman and Secretary of the extraordinary general
meeting of shareholders 

The Council’s and Management Board’s proposal:

Elect Ervin Nurmela as the Chairman of the extraordinary general meeting of the
shareholders. Elect the Secretary of the meeting as per suggestions made at the
meeting. 

2.    Approval of Share Issue of group company AS Tallinna Moekombinaat

The goal of the issuance of new shares by group company AS Tallinna
Moekombinaat is to raise capital necessary for the development of the shopping
centre at Peterburi road 2 in Tallinn. 

The Management Board explains that the market conditions to start with the
development of the new shopping centre seems very attractive, due to the demand
for the retail space in Tallinn and the changed situation of the competitive
projects. AS Tallinna Moekombinaat has found an interested party who is willing
to invest in the equity of the shopping centre developer AS Tallinna
Moekombinaat EUR 27 999 000 EUR and additionally grant an unsecured loan in
amount of EUR 9 003 600. Nevertheless, such interested party has not taken a
binding commitment to make such investment. In case all funds will be raised
the new investor will get a participation of approximately 47.63% of the
shopping centre developer AS Tallinna Moekombinaat. 

As of 30.09.2013 the investment property located at Peterburi road 2 Tallinn
was valued at EUR 24 300 000 (fair value) in the consolidated balance sheet of
the Company. The Company explains that in the audited annual report as of
31.12.2012 of AS Tallinna Moekombinaat the investment property is recorded with
the balance value in the amount of EUR 11 485 077 (no fair value adjustment
done). The proposed transaction, in opinion of the Company’s Management Board
and Council, is favourable to the shareholders of the Company. 

With regards to the planned Share Issue of the AS Tallinna Moekombinaat
(hereinafter referred to as the Subsidiary) the Management Board informs the
shareholders of the following: 

-    The area of operation of the Subsidiary is renting and operation of own or
leased real estate and the Subsidiary is developing the real estate located at
Peterburi road 2, Tallinn. A shopping centre is planned to be developed on the
said property. After its construction, the Subsidiary will lease premises in
the shopping centre. 

-    If all 18 300 000 new shares (the “New Shares”) will be issued by the
Subsidiary, the New Shares will represent approximately 47.63% of the entire
share capital of the Subsidiary. 

-    There will be two classes of shares: (1) the currently existing 20 120 000
shares will form one class of shares and (2) the New Shares will form another
class of shares. New Shares will rank pari passu in all respects with all
currently existing shares in the Subsidiary (the “Existing Shares”), except
that when the Subsidiary resolves to pay dividends, each New Shares will be
entitled to the dividend which is 22% higher than the dividend payable for each
Existing Share. 

-    Currently 19 315 403 Existing Shares of the Subsidiary are owned by AS Pro
Kapital Eesti (a 100% subsidiary of the Company), which will represent
approximately 50.27% of the share capital of the Subsidiary, provided all New
Shares will be issued. 

-    The issuance of the New Shares will not be treated as a transaction with
connected persons within the meaning of the Requirements for Issuers of NASDAQ
OMX Tallinn. None of the members of the Council and the Management Board of the
Company is otherwise personally interested in the issuance of the New Shares. 

-    The purpose of the issuance of new shares by the Subsidiary is to raise
capital necessary for the development of the shopping centre at Peterburi road
2 in Tallinn. Provided all New Shares are issued by the Subsidiary it will
enable together with planned bank financing to start and finish the
construction of the new shopping centre, which in the future will have a
presumable positive effect on Company’s revenue and profit. 

-    The amount of money received for the issuance of the New Shares will be
EUR 27 999 000 provided that all New Shares will be issued. The conditions of
payment and the due dates are to be determined by an extraordinary general
meeting of the shareholders of the Subsidiary. In addition, if all New Shares
will be issued also a shareholder loan in amount of EUR 9 003 600 will be
provided by the subscriber to the Subsidiary. 

-    Selected financial results of last three years of the Subsidiary are as
follows: 

                                                                            
2010                    2011                   2012 
Sales (turnover)                                                  0 EUR        
       0 EUR                  0 EUR 
Net profit (loss)                                              - 183 124 EUR   
-102 293 EUR     -70 245 EUR 
Dividends per share                                                         -  
                   -                             - 
The regular and diluted net earnings
per share ratio                                                    -0,01 EUR   
       -0,01 EUR           0,00 EUR 

-    The audited financial reports of the Subsidiary for the financial years of
2012 and 2011 in the form of a comparative table can be found on the web-page
of the Company www.prokapital.com under the section Investors, in the
subsection Shareholders and Shareholders meetings under the chapter of the
14.03.2014 Extraordinary Meeting of Shareholders. 

-    There have been no significant changes in the business of the Subsidiary
since the end of 2012. 

-    The Subsidiary has concluded a loan agreement with AS Pro Kapital Eesti
with the credit line of EUR 3 000 000, of which EUR 2 277 120 has been used as
of 31.12.2013. 

-    The current shareholders of the Subsidiary are the following:
(a)    AS Pro Kapital Eesti (a 100% subsidiary of the Company) owns 19 315 403
shares with the nominal value of EUR 0.6 each, which represents approximately
96% of the share capital of the Subsidiary; 
(b)    NORDEA BANK FINLAND PLC CLIENTS owns 804 597 shares with the nominal
value of EUR 0.6 each, which represents approximately 4% of the share capital
of the Subsidiary. 

-    The Subsidiary is not involved in any court or arbitration proceedings,
which may have a significant effect on the business activity of the Subsidiary. 

-    There are no valid contracts between the Issuer and the Subsidiary. The
Subsidiary and group company AS Pro Kapital Eesti have concluded the following
valid contracts: (1) agreement for the performance of management services by AS
Pro Kapital Eesti to the Subsidiary, (2) loan agreement between AS Pro Kapital
Eesti and the Subsidiary. 

-    The members of the supervisory council of the Subsidiary are Emanuele
Bozzone, Ernesto Achille Preatoni and Paolo Vittorio Michelozzi. 

-    The members of the management board of the Subsidiary are Allan Remmelkoor
and Ervin Nurmela. 

The Council’s and Management Board’s proposal and draft of the resolution:

Approve the issuance of new shares by AS Tallinna Moekombinaat (the “Share
Issue”) substantially on the following terms and conditions: 

(1)    AS Tallinna Moekombinaat (the “Subsidiary”) will issue 18 300 000 new
shares (the “New Shares”); 
(2)    the pre-emptive right of the existing shareholders of the Subsidiary to
subscribe for the New Shares will be cancelled in accordance with § 345 (1) of
the Commercial Code (äriseadustik); 
(3)    the New Shares will be registered as a separate class of shares in the
Subsidiary and the articles of association of the Subsidiary will be amended
respectively; 
(4)    the New Shares will rank pari passu in all respects with all currently
existing shares in the Subsidiary (the “Existing Shares”), except that when the
Subsidiary resolves to pay dividends, each New Shares will be entitled to the
dividend which is 22% higher than the dividend payable for each Existing Share; 
(5)    the New Shares may be issued in one or several tranches during a period
of 6 months after the general meeting of shareholders of the Subsidiary has
resolved to issue the New Shares; 
(6)    this approval permits the Subsidiary to resolve issuance of the New
Shares latest on 30 September 2014; 
(7)    the monetary contribution (subscription price) for each New Share is at
least EUR 1.53 (of which EUR 0,60 is the nominal value and at least EUR 0,93 is
the share premium); 
(8)    SUMMER SOLSTICE Limited (a company established and operating under the
laws of United Arab Emirates with registration number IC20120139; the
“Investor”) has the right to subscribe for the New Shares; 
(9)    the Investor has the right to transfer the right to subscribe for a New
Share (the “Subscription Right” and the “Subscription Rights” in plural) to a
third person (the “Transferee” and the “Transferees” in plural) provided that: 
(a)    offer and/or transfer of the Subscription Right to the Transferee would
not be incompliant with any provision of any law; 
(b)    offer and/or transfer of the Subscription Right would not constitute a
public offering of securities; 
(10)    the Subsidiary does not have an obligation to issue a New Share, if its
issuance would: 
(a)    be incompliant with any provision of any law; or
(b)    require any additional consent by the general meeting of shareholders of
the Company; 
(11)    if all New Shares are not subscribed for during the relevant
subscription period, the management board of the Subsidiary will have a right
to: 
(a)    prolong respective subscription period by up to 15 days; and/or
(b)    cancel the New Shares that were not subscribed for during the relevant
subscription period; 
(12)    as a precondition for the subscription of a New Share, the subscriber
must grant to the Subsidiary an unsecured shareholder loan in the amount of EUR
0,492 per New Share that it subscribes for (the “Shareholder Loan”); 
(13)    the main terms and conditions of each Shareholder Loan are as follows:
(a)    the entire Shareholder Loan must be transferred to the Subsidiary during
the subscription period when respective New Share can be subscribed for; 
(b)    the Shareholder Loan will be subordinated to the obligations and
liabilities of the Subsidiary (the “Senior Liabilities”) towards each credit
institution, which will provide a loan to the Subsidiary (including by
refinances any such loan) in relation to real estate development, including
development of the shopping centre on the immovable property at Peterburi Rd. 2
in Tallinn; 
(c)    the interest at the rate of 12% per annum will accrue on the outstanding
principal amount of the Shareholder Loan 
(d)    the interest will be calculated on the basis of actual number of days
elapsed in the relevant interest period divided by 365, or in the case of a
leap year, 366 (Actual/Actual); 
(e)    the entire accrued interest will be paid and the principal amount of the
Shareholder Loan will be repaid on its final repayment date, which will occur
on the earlier of (1) 15 years as of the date the Shareholder Loan is
transferred to the account of the Subsidiary or (2) the date occurring in 12
months after the full repayment of the Senior Liabilities. 

According to the Commercial Code § 297 section 5 the set of shareholders
entitled to take part in the extraordinary general meeting of shareholders
shall be determined as at seven days before the date of holding the general
meeting, i.e. on 7th March 2014 at 23:59. 

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. 

A general meeting may decide on calling the next meeting and settle submissions
concerning operational issues related to the agenda or to the procedure for
holding the meeting without including such matters in the agenda beforehand,
and to discuss other matters at the general meeting without deciding on such
matters 

Shareholders whose shares represent at least 1/20 of the share capital may
present the draft of the resolution for each subsection of the agenda. Right
specified in previous sentence may be exercised not later than three days
before the meeting. The draft of the resolution shall be presented in written
to AS Pro Kapital Grupp, Põhja pst. 21, Tallinn, 10414. 

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. 

According to the Estonian Central Register of Securities Act § 6 Section 7, if
the shares are held in a nominee account opened with the Estonian Central
Register of Securities (the “Estonian nominee account”), the owner of such
Estonian nominee account may exercise the rights attached to shares held
therein. The person, for the benefit of whom the shares are held in the
Estonian nominee account, may exercise the shareholder’s rights at the
extraordinary general meeting, if he or she brings along respective
authorisation granted by the owner of respective Estonian nominee account. The
owner of the Estonian nominee account may grant the authorisation in the form
of a joint list in accordance with the rules established by the Minister of
Finance of the Republic of Estonia. 

Each document issued by a foreign country’s official must be either legalized
or authenticated with a document certificate apostille and preferably
translated into Estonian. 

The shareholder can until 13th of March 2014 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
[email protected] or by sending the written notice to the office of the
Company at Põhja pst 21 Tallinn, during business hours 9.00-17.00. 

If you have any questions in regards to the extraordinary general meeting of
shareholders, please contact us by phone + 372 6 144 920 or by email at
[email protected]. Questions and answers related to the agenda of the
shareholders meeting shall be published on the website of the Company
www.prokapital.com under the section Investors. 

The shareholders of the Company can acquaint themselves with the drafts of the
resolutions, proposals and the audited financial reports of the Subsidiary for
the financial years of 2012 and 2011 in the form of a comparative table on the
webpage of the Company www.prokapital.com under the section Investors or at the
location of the Company at Põhja pst. 21 Tallinn during the business days from
10.00 until 16.00. 

Best regards
Management Board of
AS Pro Kapital Grupp




         Iveta Vanaga
         Head of Investor Relations
         Phone: +37129239064
         E-mail: [email protected]