Market announcement

Title

Coop Pank will postpone the planned Annual General Meeting of Shareholders

Message

Pursuant  to the  applicable regulations,  the Management  Board of Coop Pank AS
(hereinafter  the  Bank)  is  obliged  to  convene  an Annual General Meeting of
Shareholders not later than four months after the end of the financial year. The
Bank  has made  preparations for  convening the  General Meeting  to be  held in
April.

On  March 12 2020, the  Government of  the Republic  of Estonia has declared the
emergency  situation  due  to  the  pandemic  spread  of  corona virus COVID-19
(https://www.riigiteataja.ee/en/eli/517032020002/). The emergency situation will
last  until 1 May 2020. Under the emergency situation, several restrictions have
been imposed, including the ban of all public gatherings.

Considering  the emergency situation and the  restrictions imposed under it, the
Management  Board of the Bank has decided to postpone the Annual General Meeting
of the Shareholders, originally scheduled for April.

We  shall hold the General Meeting at  the earliest opportunity after the end of
exceptional circumstances.

The  Bank shall inform the Shareholders  about the General Meeting in accordance
with the requirements and in the manner prescribed by law.

In accordance with the 25 March 2020 resolution of Bank's Supervisory Board, the
agenda  of the Bank's  annual general meeting  of shareholders together with the
proposals of the Supervisory Board for decisions, shall be as follows:

 1. Approval of the consolidated Annual Report 2019 of Coop Pank AS

To  approve the consolidated Annual Report 2019 of Coop Pank AS, as submitted to
the general meeting.

 1. Profit allocation of Coop Pank AS for the financial year 2019

To approve the proposal of the Management Board for allocating the net profit of
Coop Pank AS in the amount of 5 527 thousand euros as follows:

      * allocate 276 thousand euros to statutory reserve capital;
      * not to allocate profit in any other reserve prescribed by law or
        Articles of Association and not to use the profit for other purposes;
      * not to pay dividend to shareholders and to allocate 5 251 thousand euros
        to retained earnings.

 1. Appointment of the auditor for the financial years 2020 - 2022.

To  appoint Aktsiaselts  PricewaterhouseCoopers (registry  code 10142876) as the
auditor  of Coop Pank AS  for the financial years  2020 - 2022, to establish the
procedure for remuneration of the auditor in accordance with the agreement to be
concluded with the auditor and to authorise the Management Board to conclude the
relevant agreement.

4.    Amendment of Articles of Association
4.1.   To amend Article 3.2.7 of the Articles of Association and formulate it as
follows:
?The  time, place of holding the annual and / or special General Meeting and the
agenda  thereof, proposals of the Supervisory  Board concerning each item on the
agenda, and other significant circumstances related to the General Meeting shall
be  communicated  to  the  shareholders  at  least  three  weeks in advance. The
Management  Board shall send a notice of the General Meeting to all shareholders
pursuant  to the  procedure provided  by law.  If the  Company has more than 50
shareholders,  notices need not be sent to the shareholders, however a notice of
the general meeting shall be published in at least one daily national newspaper.
The  General Meeting has a  quorum if over one-half  of the votes represented by
shares  are represented at the General Meeting unless the legislation prescribes
a greater participation requirement."
4.2.  To  amend Article 3.2.9 of the Articles of Association and formulate it as
follows:
?A  resolution of the General  Meeting is adopted if  over one-half of the votes
represented  by shares are in favour, except the issues provided for in Articles
3.2.5.1, 3.2.5.2 and  3.2.5.9 of these Articles of  Association, the adoption of
which  requires  at  least  two-thirds  of  the votes represented at the General
Meeting,  and unless the law prescribes  a greater majority requirement.  In the
election  of a  person, the  candidate who  receives more  votes than the others
shall be deemed to be elected."
4.3.  With  regard  to  the  amendment  of  the  wording of Article 3.2.9 of the
Articles of Association, to delete Articles 3.2.9.1. - 3.2.9.4 from the Articles
of Association.
4.4.  To  supplement  the  Articles  of  Association  with a new Article 3.3.5,
allowing  the Supervisory Board to increase  the share capital for executing the
share option programme:
?For  a period of three years after the  adoption the wording of the Articles of
Association,  The Supervisory Board has the  right to increase the share capital
by  monetary contributions. The  Supervisory Board shall  not increase the share
capital  by more than one tenth of  the share capital, registered upon the entry
into force of the wording of the Articles of Association."

 1. To approve the new wording of the Articles of Association of the Company as
    annexed to the decision.
 2. Exclusion of pre-emptive subscription rights

The pre-emptive right to subscribe for new shares, issued under Article 3.3.5 of
the  Articles of Association, belongs to  Company employees covered by the share
option  programme, approved  by the  resolution of  the 11 December 2017 general
meeting  of the  Company, and  with whom  the Company  has entered into relevant
option  agreements  (Option  Holders).  To  exclude the pre-emptive subscription
rights  of the existing shareholders for the  shares issued to Option Holders in
accordance  with section 3.3.5 of the Articles of Association for the purpose of
executing the share option programme of Coop Pank AS.

 1. Recall of the Supervisory Board members

To  recall  all  members  of  the  Supervisory  Board, i.e. Jaanus Vihand, Priit
Põldoja, Märt Meerits, Jaan Marjundi and Roman Provotorov.

 1. Election of Supervisory Board

To  elect following persons as new members of the Supervisory Board of Coop Pank
AS:

  * Alo Ivask with authority as of the date of this decision for a term of 3
    (three) years.
  * Ardo Hillar Hansson with authority as of 08.06.2020 for a term of 3 (three)
    years.
  * Jaan Marjundi with authority as of the date of this decision for a term of
    3 (three) years.
  * Raul Parusk with authority as of the date of this decision for a term of 3
    (three) years.
  * Roman Provotorov with authority as of the date of this decision for a term
    of 3 (three) years.
  * Silver Kuus with authority as of the date of this decision for a term of 3
    (three) years.

8. Remuneration and compensation of Supervisory Board
To determine the remuneration of the members of the Supervisory Board as
following: to determine the basic remuneration for the chairman and vice
chairman of the Supervisory Board as 1500 euros (gross) per month, and basic
remuneration for the members of the Supervisory Board as 1000 euros (gross) per
month.

Coop  Pank,  based  on  Estonian  capital,  is  one  of the five universal banks
operating  in Estonia.  The number  of clients  using Coop  Pank for their daily
banking  is  67,800. Coop  Pank  aims  to  put  the  synergy  generated  by  the
interaction  of retail business  and banking to  good use and  to bring everyday
banking  services closer to people's homes. The  main shareholder of the bank is
the domestic retail chain Coop Eesti, comprising of 340 stores.

Further information:
Kerli Lõhmus
CFO
Telephone: +372 669 0902

E-mail: [email protected]