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NOTICE OF CALLING THE ANNUAL GENERAL MEETING OF AS PRO KAPITAL SHAREHOLDERS

Teade

Dear shareholder of AS Pro Kapital Grupp



We announce that the management board is calling for the annual general meeting
of AS Pro Kapital Grupp (registration code 10278802, located at Põhja pst. 21
Tallinn Republic of Estonia) (hereinafter referred to as the Company)
shareholders which shall take place on the 16th of June 2015 at 16.00 at the
premises of the Company, Põhja pst 21 Tallinn Republic of Estonia. Registration
of the shareholders for the meeting shall start on the 16th of June 2015 at
15.45 and shall end at 16.00 at the location of the meeting. 

The reason for calling the annual general meeting is to decide on approval of
the annual report for the financial year of 2014, allocation of the profit and
election of the auditor. The proposal to call the annual general meeting of
shareholders was made by the Management Board of the Company. 

The agenda of the meeting is as follows:



  1. Election of the Chairman and Secretary of the annual general meeting of
     shareholders

The Councils and Management Boards proposal:

Elect Ervin Nurmela as the Chairman of the annual general meeting of the
shareholders. Elect the Secretary of the meeting as per suggestions made at the
meeting. 



  1. Approval of the audited annual report of the Company for the financial year
     of 2014

The Company has prepared the annual report for the financial year of 2014. The
report has been audited and the audited report has been made available to the
shareholders. It is the competency of the shareholders to approve the annual
report. 

The Councils and Management Boards proposal and draft of the resolution:

Approve the audited annual report of the Company for the financial year of 2014.



  1. Resolution on allocation of the profit 

The Company’s net profit for the financial year which ended 31 December 2014
was in the amount of 21 380 950 Euro. As per the commercial code it is the
shareholders competency to decide on the allocation of the profit and/or loss. 

The Councils and Management Boards proposal and draft of the resolution:

Transfer 18 423.06 Euro of the profit to statutory reserve.

Transfer 21 362 526.94 Euro of the profit to the retained earnings of previous
periods. 



  1. Election of the auditor

In financial year of 2014 AS Deloitte Audit Eesti has provided audit services
to the Company in relation to the audit of the annual report. 

In the opinion of the Council the auditor has performed the services in
accordance with the agreement and the Council does not have any objections as
to the service provided. 

The auditor has confirmed as required by the corporate governance
recommendations that it has no work, economic or other relations that would
threaten its independence while rendering auditing service. 

The Management Board of the Company in 2013 took offers for the audit from
different audit companies for audit of next three years. The recommendation of
the Council is to continue the collaboration with AS Deloitte Audit Eesti as
their price offer and quality of work is considered to be in the best
proportion. 

The Councils and Management Boards proposal and draft of the resolution:

Elect AS Deloitte Audit Eesti as the auditor of the Company for the financial
year of 2015. 

To approve the principles for remuneration of the auditor as per the agreement
to be signed with the auditor. Approve the fee payable to the auditor for the
audit of Company and its subsidiaries for the financial year of 2015 in the
amount of 52 000 Euros (net of VAT). 



According to the Commercial Code § 297 section 5 the set of shareholders
entitled to take part in the annual general meeting of shareholders shall be
determined as at seven days before the date of holding the general meeting,
i.e. on 09.06.2015 at 23:59. 

A shareholder has the right to receive information on the activities of the
public limited company from the management board at the general meeting. The
management board may refuse to give information if there is a basis to presume
that this may cause significant damage to the interests of the public limited
company. If the management board refuses to give information, the shareholder
may demand that the general meeting decide on the legality of the shareholder's
request or to file, within two weeks after the general meeting, a petition to a
court by way of proceedings on petition in order to obligate the management
board to give information. 

A general meeting may decide on calling the next meeting and settle submissions
concerning operational issues related to the agenda or to the procedure for
holding the meeting without including such matters in the agenda beforehand,
and to discuss other matters at the general meeting without deciding on such
matters. 

Shareholders whose shares represent at least 1/20 of the share capital may
present the draft of the resolution for each subsection of the agenda. Right
specified in previous sentence may be exercised not later than three days
before the meeting. The draft of the resolution shall be presented in written
to AS Pro Kapital Grupp, Põhja pst. 21, Tallinn, 10414. 

Shareholders whose shares represent at 1/20 of the share capital, may demand
the inclusion of additional issues on the agenda of the general meeting if the
respective demand has been submitted no later than 15 days before the general
meeting is held. 

The shareholder can until 15th of June 2015 at 16.00 inform the Company of
appointing a representative or of renouncing the power of attorney of the
representative, by sending the digitally signed notice to
[email protected]  or by sending the written notice to the office of the
Company at Põhja pst 21 Tallinn. 



If you have any questions in regards to the annual general meeting of
shareholders, please contact us by phone + 372 6 144 920 or by email at
[email protected]. Questions and answers related to the agenda of the
shareholders meeting shall be published on the website of the Company
www.prokapital.com under the section Investors. 

The shareholders of the Company can acquaint themselves with the drafts of the
resolutions and proposals, the audited annual report, the auditor opinion,
written report of the Council on the 2014 financial year on the webpage of the
Company www.prokapital.com  under the section Investors or at the location of
the Company at Põhja pst. 21 Tallinn during the business days from 9.00 until
17.00. 



Documents needed to participate at the meeting



Natural person shareholders are kindly asked to bring along a valid
identification document, representatives are kindly asked to bring along a
valid identification document and a valid written power-of-attorney. 

In the case of shareholders who are legal entities we request you to bring an
extract from the relevant register, where that legal person has been registered
and a valid identification document of the representative. For persons
representing a legal entity under power of attorney we kindly ask to bring in
addition of the referred documents also a valid written power of attorney. 

Each document issued by a foreign country’s official must be either legalized
or authenticated with a document certificate apostille and translated into
English. 



Best regards

Management Board of

AS Pro Kapital Grupp


         Allan Remmelkoor
         Member of the Management Board
         Tel.: +372 6144 920
         Email: [email protected]