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OFFERING OF UP TO 1,400,000 NEW SHARES IN AS PRO KAPITAL GRUPP

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INSTRUCTIONS TO INVESTORS AND TERMS AND CONDITIONS

Tallinn, 2013-04-25 17:52 CEST (GLOBE NEWSWIRE) --
On the basis of a resolution of the General Meeting of Shareholders, dated 5
April 2013 (the “Shareholders’ Resolution”), AS Pro Kapital Grupp (the
“Company”) offers for subscription up to 1,400,000 new shares of the Company
with nominal value of EUR 0.2 each (the “New Shares”). New Shares may be
subscribed for in accordance with these instructions (the “Instructions”)
including all terms and conditions set out herein. 

The New Shares are offered for subscription on the following terms and
conditions: 

1.    The Company offers the New Shares for subscription:

        1.1.    outside the United States in reliance on Regulation S under the
United States Securities Act of 1933, as amended (the “Securities Act”) and in
the United States to qualified institutional buyers, as defined in and in
reliance on Rule 144A under the Securities Act and 
        1.2.    in reliance on exemptions from the requirements applicable to
public offering of securities as set out in the Estonian Securities Market Act
(väärtpaberituru seadus) and Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading and amending
Directive 2001/34/EC, as amended; and 
         1.3.    to persons whose involvement in the issuance of New Shares
does not require any additional registration, prospectus or other measures in
addition to those necessary under Estonian law and taken by the Company. 


         All persons to whom the New Shares are offered by the Company in
accordance herewith (including Sections 1.1 to 1.3 above) are hereinafter
referred to as the “Investors”. 

2.    Each Investor is entitled to subscribe for at least 55,556 New Shares.

3.    The subscription price (the “Subscription Price”) payable by the Investor
for each New Share shall be EUR 1.80; 

4.    The subscription period, during which the Investors are entitled to
subscribe for the New Shares shall be from 26 April to 10 May 2013 (inclusive)
(the “Subscription Period”). 

5.    All Investors may subscribe for the New Shares by submitting a purchase
order set out in this Section 5 (the “Purchase Order”) to the custodian of the
securities’ account of the Investor opened with Estonian Central Register of
Securities (“ECRS”) on the condition that: 

           5.1.1.    by submitting the Purchase Order the Investor irrevocably
and unconditionally authorises AS LHV Pank  to amend the Purchase Order by: 
                 5.1.1.1.    reducing the amount of securities set out therein;
and/or 
                 5.1.1.2.    prolonging the value date of the transaction by up
to 30 days; 
            5.1.2.    the custodian of respective securities’ account of the
Investor accepts such authorisation made by the Investor. 
   5.2.    The Purchase Order must be delivered to ECRS during the Subscription
Period. 
   5.3.    The Purchase Order must set out the following data:

Owner of the account:                  name of the investor
Account:                                        number of the investor’s account
Custodian:                                     name of the investor’s custodian
Security:                                        Pro Kapital Grupp share
additional 7 
ISIN code:                                      EE3800046676
Amount of securities:                    the number of New Shares for which the
Investor wishes to subscribe for 
Price (per share):                          EUR 1.80
Transaction amount:                     the number of New Shares for which the
investor wishes to subscribe multiplied by EUR 1.80 
Counterparty:                                AS Pro Kapital Grupp
Securities account of
counterparty:                                99101700074
Custodian of the counterparty:     LHV Pank AS
Value date of the transaction:      15 May 2013
Type of transaction:                     “purchase”
Type of settlement:                      “delivery against payment”

6.    All Investors may also subscribe for the New Shares by Submitting a
Subscription Undertaking 

        6.1.    In order to subscribe for the New Shares, the Investor must:
                 6.1.1.    deliver to the Company a subscription undertaking
(the “Subscription Undertaking”); and 
                 6.1.2.    pay the Subscription Price for New Shares subscribed
by it to the following cash account of the Company: IBAN:     
EE727700771000914548, BIC: LHVBEE22, opened in AS LHV Pank, which has address
at Tartu mnt 2, 10145 Tallinn, Estonia, whereas the Subscription Undertaking
must be delivered to the Company and the Subscription Price must be debited to
the cash account of the Company during the Subscription Period; 
        6.2.    the Subscription Price must be transferred from a cash account
of respective Investor; 
        6.3.    the Subscription Undertaking must:
                  6.3.1.    be in writing and delivered to the Management Board
of the Company (to AS Pro Kapital Grupp, Põhja pst 21, Tallinn, 10414,
Estonia); 
                  6.3.2.    be appended by documents certifying the identity of
the Investor and the signatory’s authority (each document issued by a foreign
country’s official must be either legalized or authenticated with a document
certificate apostille, which must be appended by notarised translation into
English or Estonian); 
                  6.3.3.    set out the following data:
                       6.3.3.1.    name of the Investor;
                       6.3.3.2.    number of the securities’ account of the
Investor opened with ECRS; 
                       6.3.3.3.    number of the New Shares that the Investor
subscribes for; 
                       6.3.3.4.    a statement that the Investor is entitled to
subscribe for the New Shares in accordance with and accepts   all  terms and
conditions set out in these Instructions. 

7.    Investors in and outside of Estonia, Latvia and Lithuania, who are
categorised as qualified investors pursuant to the laws of any of Estonia,
Latvia and Lithuania, may also contact AS LHV Pank to subscribe for the New
Shares pursuant to instructions given by AS LHV Pank. 

8.    By subscribing for any New Shares, each subscriber:
       8.1.    represents to the Company that such person is an Investor;
       8.2.    accepts all terms and conditions set out in these Instructions.

9.    Each subscription for the New Shares shall be irrevocable and
unconditional. 

10.    Subscription for the New Shares does not grant an Investor a right to
demand issuance of any New Shares to it. The Company will determine the exact
allocation of the New Shares to the Investors on discretionary basis and in
accordance with the Shareholders’ Resolution. 

11.    If someone has subscribed for any New Shares in violation of the terms
and conditions set out herein and if the Company allocates any New Shares to
that person, such person shall not be entitled to cancel or revoke his or her
respective subscription as a result of respective violation. 

12.    If all New Shares are not subscribed for during the Subscription Period,
the Company has the right, in 15 days from the end of the Subscription Period,
to prolong the subscription period by up to 10 business days. 

13.    By subscribing for the New Shares the Investor shall be deemed to have
accepted all terms and conditions set out in these Instructions. 

14.    On or about 13 May 2013 (but not later than within 15 days after the end
of the Subscription Period) the Supervisory Council will determine the
allocation of New Shares to the Investors and/or cancel unsubscribed or
oversubscribed New Shares. 

15.    If an Investor has paid the Subscription Price for New Shares, which
will not be issued to such Investor, the Company will return respective
Subscription Price to respective Investor within [3] business days after the
Company has resolved the allocation of the New Shares or cancelled all New
Shares. 

16.    If NASDAQ OMX Tallinn AS approves admission of the New Shares to
trading, the trading in the New Shares is expected to commence on the regulated
market (Secondary List) operated by NASDAQ OMX Tallinn AS on or about 17 May
2013. 

KEY DATES:

26 April 2013                             the Subscription Period starts

10 May 2013                             the Subscription Period ends

On or about 13 May 2013         the Supervisory Council resolves allocation of
the New Shares and, if necessary, cancellation of      unsubscribed or
oversubscribed New Shares 

On or about 15 May 2013         New Shares are transferred to the securities’
accounts of the Investors 

On or about 16 May 2013         New Shares are admitted to trading on the
regulated market (Secondary List) operated by NASDAQ OMX Tallinn AS 






         Iveta Vanaga
         Head of Investor Relations
         Phone: +37129239064
         E-mail: [email protected]