Market announcement

Title

NOTICE OF CALLING THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF AS PRO KAPITAL GRUPP

Message

Dear shareholder of AS Pro Kapital Grupp



We announce that the management board is calling for the extraordinary
shareholders’ meeting of AS Pro Kapital Grupp (registration code 10278802,
located at Põhja pst. 21 Tallinn Republic of Estonia) (hereinafter referred to
as the Company) which shall take place on the 25th of September 2015 at 10.00
AM at the premises of the Company, Põhja pst 21 Tallinn Republic of Estonia.
Registration of the shareholders for the meeting shall start on the 25th of
September 2015 at 9.45 AM and shall end at 10.00 AM at the location of the
meeting. 



The reason for calling the extraordinary shareholders’ meeting is to decide on
increase of share capital of the Company. 



The agenda of the meeting is as follows:



  1. Election of the Chairman and Secretary of the shareholders’
 meeting 



The Councils and Management Boards proposal:



Elect Ervin Nurmela (personal identification code 38210130252) as the Chairman
of the shareholders’ meeting. Elect the Secretary of the meeting as per
suggestions made at the meeting. 



  1. Deciding on increase of share capital of the Company
 and precluding 
shareholders' pre-emptive right of subscription



The Council of the Company has discussed the subject of issuing shares of the
Company to the CEO (Chairman of the Management Board). The CEO has expressed
interest in subscribing EUR 214 200 worth of shares of the Company. The Council
of the Company prefers to make the direct share issue to the CEO rather than
CEO buying the shares on open market as the direct share issue enables to raise
additional capital for the Company. The Council has made the proposal as to the
issue price, taking into account the average share price of the Company for the
last 3 months. 



The Councils and Management Boards proposal and draft of the resolution:



To increase the share capital of the Company by issuing new shares pursuant to
following terms: 

  1. The Company will issue 97 363 shares, with nominal value EUR 0.20 per
     share. Share capital is increased by 19472.6 Euros. The new amount of share
     capital is 10 840 787.6 Euros.
  2. the pre-emptive right of the existing shareholders of the Company to
     subscribe for the new shares is cancelled in accordance with § 345 (1) of
     the Commercial Code (äriseadustik);

  1. Member of the Management Board Paolo Vittorio Michelozzi (born  
26.01.1961)
has the right to subscribe for the new shares;
  2. the new shares will be offered for subscription during the subscription
     period 28.09.2015 -  02.10.2015 when 97 363  new Shares are offered for
     subscription and new Shares will be issued after the end of subscription
     period;
  3. the monetary contribution (subscription price) for each new share is EUR
     2.200014379178949 (of which EUR 0.20 is the nominal value and EUR
     2.000014379178949 is the share premium)
.
  4. if all new shares are not subscribed for during the relevant subscription
     period, the management board of the Company will have a right to:

a) prolong respective subscription period by up to 15 days;

b) and/or cancel the new shares that were not subscribed for during the
relevant subscription period. 





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. 



According to the Commercial Code § 297 section 5 the set of shareholders
entitled to take part in the meeting of shareholders shall be determined as at
seven days before the date of holding the general meeting, i.e. on 18.09.2015
at 23:59. 



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 preferably translated into Estonian. The
shareholder can until 24th of September 2015 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. 



If you have any questions in regards to the extraordinary meeting of
shareholders, please contact us by phone + 372 6 144 920 or by email at
[email protected]. 



The shareholders of the Company can acquaint themselves with the drafts of the
resolutions and proposals, the preceding 2014 annual report, approved by the
general meeting, and reports on 2015 I and II quarter (an overview of the
economic activities of the public limited company for the current year) 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 9.00 until 17.00. 



Best regards

Management Board of AS Pro Kapital Grupp








         Allan Remmelkoor
         Member of the Management Board
         Tel.: +372 6144 920
         Email: [email protected]