Börsiteade

Pealkiri

AS Pro Kapital Grupp proposes to the bondholders to change the terms and conditions of unsecured bonds

Teade

AS Pro Kapital Grupp (hereinafter referred to as the Issuer) has issued
3,459,081 unsecured bonds with ISIN EE3300001676 (hereinafter the Bonds) in the
total value of 9,685,426.80 euros. The Bonds bear 8% interest and their
Redemption Date(1) is 31 October 2024. The bonds are traded on the Nasdaq
Tallinn stock exchange.

In connection with the plan to continue development activities, the Issuer
hereby proposes to the Investors to extend the Bonds' redemption term by 2+2
years. According to initial plans, the Issuer is ready to redeem the Bonds by
31 October 2026, once the ongoing development projects are completed. However,
the Issuer would like to have the right to further postpone the Redemption Date
by two years in case there are unexpected turns in the real estate market.

Considering the above, the Issuer has decided to request for the Investors'
Resolution to make the following amendments to the Issue Terms in accordance
with Section 10.1 of the Issue Terms:

 1. To postpone the Redemption Date by two years and to give the Issuer the
    flexibility to postpone the Redemption Date by further two years, therefore
    Section 1.1.18 of the Issue Terms shall be amended as follows:

"1.1.18. Redemption Date means 31 October 2026, by which date the Issuer shall
redeem all Bonds issued under the Issue Terms. The Issuer may unilaterally
postpone the Redemption Date by two years at most (i.e. to 31 October 2028) by
making a respective announcement via Nasdaq Tallinn Exchange by 30 September
2026 at the latest."

 1. To increase the interest rate of the Bonds by 1% (i.e. to 9%) as of 1
    November 2024 and thereby amend Section 6.1 of the Issue Terms as follows:

"6.1. The Bonds shall bear a fixed interest at the rate of 8% (eight per cent)
per annum until 31 October 2024 (included) and 9% (nine per cent) per annum as
of 1 November 2024 applied to the outstanding (i.e. unredeemed) denomination
value of the Bonds from, but excluding, the Value Date of the particular Tranche
up to and including the Redemption Date or the date of Early Redemption."

We note that in case the above amendments are approved, additional technical
amendments to the Issue Terms or the related documents may be necessary (e.g.
the name of the Bonds in the Register may be changed to reflect the new
Redemption Date). By consenting to the above amendments, the Investors grant the
Issuer the right to incorporate the above amendments as well as any related
technical amendments to the Issue Terms and any other relevant document. By
consenting to the above amendments, the Investors also authorise the Issuer to
submit any application to the Register and make any changes in the registered
information regarding the Bonds in the Register to give effect to the above
amendments to the Issue Terms.

If approved, the amendments enter into force in accordance with Section 10.6 of
the Issue Terms, i.e. the Investors' Resolution is deemed to have been adopted
and the respective amendment to the Issue Terms approved by the Investors on the
last day of the voting deadline if at least 50% of all votes represented by the
Bonds are in favour of such amendment. The amended Issue Terms will thereafter
be announced and made public via the Nasdaq Tallinn stock exchange, and also
forwarded to the Register.

In case the above amendments to the Issue Terms are approved by the Investors'
Resolution, the Issuer will invoke its right to partial Early Redemption of the
Bonds in accordance with Section 7.2 of the Issue Terms, provided that the
Issuer has redeemed the senior secured callable fixed rate bonds 2020/2024 (ISIN
code SE0013801172) before the date of the Early Redemption or obtained a waiver
from the holders of the said bonds (as required under Section 7.2 of the Issue
Terms). Subject to the foregoing, on 31 October 2024, the Issuer would redeem
15% of the denomination value of all the Bonds pro rata (the number of the Bonds
will not change). In such case the Issuer would pay each Investor 0.42 euros per
each Bond on 31 October 2024 and the new denomination value would be 2.38 euros
per Bond as of 1 November 2024. In case the above conditions for Early
Redemption of the Bonds are met, the Issuer will announce the decision for Early
Redemption and its exact conditions.

The Issuer is awaiting for Investors' consent or refusal to the proposed
amendments to the Issue Terms, to be given by filling in and signing the request
letter (added to the notice), and asks to send it the Issuer by e-mail to:
[email protected] (mailto:[email protected]) by 20 September 2023
at the latest. In case an Investor is not able to sign the request digitally, it
should be signed by hand on paper and either sent (i) a scanned copy at
[email protected] (mailto:[email protected]) or (ii) the original
to AS Pro Kapital Grupp, address: Sõjakooli tn 11, Kristiine linnaosa, Tallinn,
Harju maakond, 11316, Estonia, so that it is received by the Issuer by
20 September 2023 at the latest.

Please note that, in accordance with the Issue Terms, the list of Investors
entitled to vote includes the Investor(s) who owned the Bonds at 9.00 am
(current local time in Estonia) on the date of this request. The list of
Investors shall be determined based on the Estonian register of securities (i.e.
the Register).

The latest presentation of the Issuer and additional information about estimated
cashflows were published in the notice of 20 June, where the Issuer informed
about intention to change the Issue terms of the Bonds.

--------------------------------------------------------------------------------




(1)  Unless otherwise  stated, all  terms beginning  with capital letters herein
have  the same meaning as  in the Terms and  Conditions for AS Pro Kapital Grupp
Fixed  Rate Non-Convertible  Bond Issue  approved by  management board of AS Pro
Kapital Grupp on 28 May 2020 and available here:
https://nasdaqbaltic.com/statistics/et/instrument/EE3300001676/company?date=2023
-07-03



Edoardo Axel Preatoni
Member of the Management Board
Tel +372 6144 920
Email: [email protected] (mailto:[email protected])