Market announcement

Title

NOTICE OF CALLING THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Message

The Management Board of Coop Pank AS (registry code 10237832, address Maakri
30, Tallinn, Estonia, 15014; hereinafter the Company) calls the extraordinary
General Meeting of Company's shareholders on 01 November 2022 at 13:00 (Estonian
time) held at Radisson Collection Hotel Conference centre, room "Seville"
(Rävala street 3, Tallinn, Estonia).

According  to the  resolution of  Company's Supervisory  Board, dated 03 October
2022, the agenda of Company's extraordinary 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 that requires voting in the agenda):

 1. Conditional increase of the share capital of the Company, secondary public
    offering of shares, listing and admission to trading of new shares

In  relation to the intended secondary public offering, listing and admission to
trading  of the Company's shares  on the Baltic Main  List of the Nasdaq Tallinn
Stock  Exchange (the application for the listing and admission to trading of new
shares  has been submitted on  31.10.2022), conditionally increase the Company's
share  capital  in  accordance  with  §  351(2) of  the  Commercial  Code on the
following conditions:

1.1.  conditionally increase the Company's share capital by 6 914 813.16  euros,
i.e.  from the amount 62,233,279.82 euros up to the amount 69 148 092.98  euros.
The   new   conditional   amount   of  the  Company's  share  capital  shall  be
69 148 092.98   euros;
1.2.  the  purpose of the conditional increase of the Company's share capital is
carrying  out  a  secondarypublic  offering  of  the  shares and the listing and
admission  to trading of the Company's new shares on the Baltic Main List of the
Nasdaq Tallinn Stock Exchange;
1.3.  persons  entitled to subscribe for the shares  of the Company to be issued
in  the course of  the conditional increase  of the Company's  share capital are
retail  investors in the Republic of  Estonia and certain selected institutional
and  other investors  in the  Republic of  Estonia and  in certain jurisdictions
outside the Republic of Estonia to whom the shares of the Company are offered by
way  of private placement  pursuant to the  provisions set out in the prospectus
for  the  secondary  public  offering,  listing  and admission to trading of the
Company's  shares (hereinafter the  Prospectus) to be  approved by the Financial
Supervision Authority;
1.4.  the  current shareholders  of the  Company have  the pre-emptive  right to
subscribe  for the shares in  accordance with § 345 of  the Commercial Code; the
shareholders  of  the  Company  who  have  the pre-emptive right to subscribe is
determined  as at 15.11.2022 at  the end of  the business day  of the settlement
system  of the Estonian Register of Securities  (the date of changing the rights
attaching to the shares (ex-date) is 14.11.2022); in case the amount of the book
value of the shares owned by the Company's current shareholder does not give the
shareholder  the pre-emptive right  to subscribe for  a whole number  of the new
shares  of the Company, the number of the shares is rounded to the closest whole
number  according to the rules of  mathematical rounding, whereas fractions less
than one are rounded to one;
1.5.  in  accordance  with  §  351(2) (2)  and  (4)  of the Commercial Code, the
management  board of  the Company  has the  right to  issue up to 10 147 131 new
shares with book value 0.681455 euros to which premium will be added;
1.6.  the  new shares of the Company are  issued at premium, whereas the minimum
premium  is  1.218545 euros  per  share.  The  final  issue  price of the shares
(including  the final  premium amount  to be  applied upon  the issue of shares)
shall  be determined by the supervisory board  of the Company. The amount of the
premium shall in no case be lower than the minimum premium specified above;
1.7.  the new shares are paid for by monetary contributions;
1.8.  the  period  for  subscription,  including  for exercising the pre-emptive
right,  is at least  2 weeks and it  shall commence as  of the date noted in the
Prospectus (the offer period);
1.9.  subscription  and payment  for new  shares shall  be done  pursuant to the
procedure  set out  in the  Prospectus; depending  on the  course of  the public
offer,  the  management  board  of  the  Company  has  the  right  to  amend the
subscription period, including to extend it;
1.10.  the new  shares  to  be  issued  in  the course of the intended secondary
public  offering  of  shares  shall  give  the shareholders the right to receive
dividend for the financial year that began on 01.01.2022;
1.11.  the  volume of the secondary public offering of the shares of the Company
is   up  to  7 610 348  new  shares  of  the  Company;  in  case  the  offer  is
oversubscribed, the Company has the right to increase the volume of the offer to
up   to   10 147 131 new   shares   of   the  Company;  in  case  the  offer  is
undersubscribed,   the  Company  has  the  right  to,  in  accordance  with  the
Prospectus, issue the new shares of the Company in a respectively smaller volume
or postpone or cancel the offer;
1.12. to approve  the  listing  and  admission  to  trading of the Company's new
shares  to be  issued under  these resolutions  on the  Baltic Main  List of the
Nasdaq Tallinn Stock Exchange.

 1. Appointment of the auditor for the financial years 2023 - 2027

To  appoint Aktsiaselts  PricewaterhouseCoopers (registry  code 10172876) as the
auditor  of Coop Pank AS  for the financial years  2023 - 2027, 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.

The circle of shareholders entitled to participate in the General Meeting is
determined as of 7 days prior to the General Meeting, i.e. at the end of the
working day of the Nasdaq CSD Estonian settlement system on 25 October 2022.
Registration of participants will start an hour before the beginning of the
meeting, i.e. at 12:00. 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 Maakri 30, Tallinn, weekdays between 9:00 am - 5:00
pm  no later than 28 October 2022 at  5:00 pm (Estonian time). The authorisation
document    templates    are    available    on   the   Company´s   website   at
https://www.cooppank.ee/en/announcements.  If  so  desired,  CEO  of the Company
Margus Rink may be appointed as a representative to vote at the General Meeting.

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), as well as
other  information subject to  disclosure, are available  for examination on the
Company´s  website https://www.cooppank.ee/en/announcements 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, Maakri 30 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
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 11:59 pm on 17 October
2022, at the e-mail address [email protected] (mailto:[email protected]) or to the
Company's  location at Maakri 30,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 Maakri 30, 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 11:59 pm on 29 October 2022 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

Margus Rink
Chairman of the Management Board
Coop Pank AS