Market announcement

Title

Notice of calling the Annual General Meeting of Shareholders of Coop Pank AS

Message

The  Management Board of Coop Pank  AS (registry code10237832, address Narva mnt
4, Tallinn,  Estonia, 15014; hereinafter  the Company)  calls the annual general
meeting  of Company's shareholders on  28 May 2020 at 11:00 (Estonian time) held
at Tallinna Ülikool conference room "Maximum" (Narva mnt 29, Tallinn, Estonia).

According  to  the  resolution  of  Company's  Supervisory Board, dated 25 March
2020, the  agenda of Company's  annual general meeting  of shareholders with the
proposals  of Company's Management Board and Supervisory Board to be adopted are
as follows (whereas the Supervisory Board has proposed to vote for the submitted
draft decisions of each item in the agenda)

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.

 2. 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.

3. 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."
4.5.  To  approve the new wording of the  Articles of Association of the Company
as annexed to the decision.

5. 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.

 6. 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.

 7. 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.

The  circle of  shareholders entitled  to participate  in the general meeting is
determined  as at 7 days  prior to the  general meeting, i.e.  at the end of the
working  day  of  the  Nasdaq  CSD  Estonian  settlement system on 21 May 2020.
Registration  of participants  will start  an hour  before the  beginning of the
meeting,  i.e. at  10:00. We ask  the shareholders  and their representatives to
arrive  in good  time, taking  into account  the time  required to  register the
participants.

For participating in the general meeting:

 1. Individual shareholders should submit an identity document, their
    representatives should also hold a valid written authorisation;
 2. legal representatives of corporate shareholders should submit their identity
    document; the authorised representative should also hold a valid written
    authorisation document. In case the corporate shareholder is not registered
    in the Estonian Commercial Register, we ask to provide a valid extract from
    the relevant register where the legal person is registered and from which
    the representative's right to represent the shareholder arises. The extract
    must be in English or translated into Estonian or English by a sworn
    translator or an official equivalent to sworn translator. The documents of a
    foreign shareholder must be legalised or authenticated by apostille, unless
    otherwise provided by an international agreement.

The  shareholder may notify  the Company of  the appointment of a representative
and  the revocation of  the proxy by  sending the documents  to Company's e-mail
address  [email protected] (mailto:[email protected])  or take the above documents
to  the Company's office  at Narva mnt  4, Tallinn 4(th) floor, weekdays between
9:00 am  -  5:00 pm  no  later  than  25 May  2020 at 17:00 (Estonian time). The
authorisation  document  templates  are  available  on  the Company´s website at
www.cooppank.ee/en/for-investors (http://www.cooppank.ee/en/for-investors).

The  management board of the Company asks  the shareholders to consider that the
emergency situation may not be over by the time the general meeting takes place.
Therefore,  the management board urges the  shareholders to appoint Margus Rink,
CEO  of the Company, as  a representative to vote  at the general meeting, using
the   templates  available  at  the  Company's  website  www.cooppank.ee/en/for-
investors  (http://www.cooppank.ee/en/for-investors), and not  to participate in
the general meeting in person.

The management board affirms that appropriate measures will be taken on the site
of  the general meeting for minimising  the possibility of coronavirus spread in
accordance  with  the  actual  situation  at  the time the general meeting takes
place,   possible   restrictions   established   by   the   Government  and  the
recommendations of the Health Board.

Documents,  concerning  the  general  meeting,  draft  decisions  of the general
meeting  and other  documents submitted  to the  general meeting pursuant to law
(incl.  the notice of calling the  general meeting, draft decisions, new version
of the Articles of Association, Annual Report 2019 of the Company, report of the
supervisory  board and explanation  of the management  board on exclusion of the
pre-emptive  subscription  rights),  as  well  as  other  information subject to
disclosure,   are   available   for   examination   on   the  Company´s  website
www.cooppank.ee/en/for-investors   (http://www.cooppank.ee/en/for-investors)  as
well  as on prior notice beginning from  the notification of the general meeting
until the day of the general meeting at Company's headquarters in Tallinn, Narva
mnt 4 on working days from 9:00 am till 5:00 pm. Please contact us in advance at
[email protected] (mailto:[email protected])  to request access to the documents.

Shareholders,  whose shares represent at least  1/20 of the share capital of the
Company,  may demand  the inclusion  of additional  items on  the agenda  of the
annual  general meeting,  if the  corresponding request  is filed  in writing at
least  15 days prior to the general meeting,  i.e. at the latest by 23:59 on 13
May 2020, at the e-mail address [email protected] (mailto:[email protected]) or to
the  Company's location  at Narva  mnt 4,Tallinn. A  draft decision or rationale
must be submitted at the same time as the proposal to supplement the agenda.

Shareholders,  whose shares represent at least  1/20 of the share capital of the
Company,  may submit to the Company in writing a draft resolution on each agenda
item,   by   posting   the   draft   to   the  e-mail  address  [email protected]
(mailto:[email protected])  or to the Company's location at Narva mnt 4, Tallinn.
The  draft must be submitted in  electronic form or by post  so that it would be
delivered to and received by the Company no later than 3 days before the general
meeting, i.e. by 23:59 on 25 May 2020 at the latest.

At  the general meeting, shareholders are entitled to receive information on the
activities of the company from the management board. Management board may refuse
to  provide information if there are reasonable grounds for assuming that it may
cause  significant damage  to the  interests of  the company.  In case the board
refuses  to provide information, the shareholder may require the general meeting
to  decide on  the lawfulness  of the  request or  to submit within two weeks an
application to the court in petition proceedings, to oblige the management board
to disclose information.

Questions  on other organisational issues of the general meeting are expected on
the  phone +372 669 0900 on working  days or at  e-mail address [email protected]
(mailto:[email protected]).

Sincerely,

Magus Rink
Chairman of the Management Board
Coop Pank AS

Announcement sent by:

Kristjan Seema
Head of Marketing & Communication
Tel: +372 5505 253
e-mail: [email protected]