Börsiteade

Pealkiri

Decisions of the Annual General Meeting of AS Pro Kapital Grupp shareholders

Teade

The annual shareholders meeting (hereinafter referred to as the Meeting) of AS
Pro Kapital Grupp (hereinafter referred to as the Company) took place on
Wednesday, 24th of May 2017 starting at 17.00 at the office of the Company
located at Sõjakooli 11 Tallinn. As per the registration list of the meeting 8
shareholders were present at the meeting, who represented in total 36 884 009
votes, which form 67,97% of all votes attached to the shares. 

The agenda and decisions adopted at the Meeting were as follows:



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

Decision adopted was as follows:

Elect Ervin Nurmela as the Chairman of the annual general meeting of the
shareholders. Elect Liisa Kirss as the Secretary of the meeting. 

100% of the votes were in favour of the decision.



2.                Approval of the audited annual report of the Company for the
financial year of 2016 



Decision adopted was as follows:

Approve the annual report of the Company for the financial year 2016.

100% of the votes were in favour of the decision.



3.                Resolution of covering the loss



Decision adopted was as follows:

Cover the net loss for the financial year which ended at 31 December 2016 in
amount of 3 913 thousand Euros with retained earnings of previous periods. 

100% of the votes were in favour of the decision.



4.                Election of the auditor



Decision adopted was as follows:

Elect AS Deloitte Audit Eesti as the auditor of the Company for the financial
year of 2017, 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 the Company and its subsidiaries for the financial year of
2017 in amount of 45 700 Euros (net of VAT). 

100% of the votes were in favour of the decision.



5.                Decide on conclusion of transactions with the member of the
supervisory board 



Decision adopted was as follows:

Agree on conclusion of service agreement with Lunacon Oy (code of registration
2397821-2), a company connected to Council member Pertti Huuskonen, on the
following main terms: 

Nature of service: At the request of the Company participate in preparation of
investor materials and participation at investor meetings. 

Remuneration: Daily fee of 1 000 EUR (half day 50%), VAT to be added, for
preparation work related to investor materials. Same daily fee for investor
meetings participation (when requested by Company); 

Success fee: In case the Company decides on increase of share capital, then
success fee of 0,25%, VAT to be added, on amounts invested into the share
capital of the Company by investor as a result of service providers’ active
participation. Success fee is payable in case the service provider has actively
participated in attracting specific investor. 

Term of contract: without term.

Other conditions: to be decided by AS Pro Kapital Management Board. Appoint
Chairman of the Management Board Paolo Vittorio Michelozzi as the
representative of the Company for conclusion of the agreement. 

100% of the votes were in favour of the decision.



6.                Decide on conclusion of transactions with the member of the
supervisory board 

Decision adopted was as follows:

Agree on conclusion of service agreement with Forbia Oy (code of registration
2127418-2), a company connected to Council member Petri Olkinuora, on the
following main terms: 

Nature of service: At the request of the Company participate in preparation of
investor materials and participation at investor meetings. 

Remuneration: Daily fee of 1 000 EUR (half day 50%), VAT to be added, for
preparation work related to investor materials. Same daily fee for investor
meetings participation (when requested by Company); 

Success fee: In case the Company decides on increase of share capital, then
success fee of 0,25%, VAT to be added, on amounts invested into the share
capital of the Company by investor as a result of service providers’ active
participation. Success fee is payable in case the service provider has actively
participated in attracting specific investor. 

Term of contract: without term.

Other conditions: to be decided by AS Pro Kapital Management Board. Appoint
Chairman of the Management Board Paolo Vittorio Michelozzi as the
representative of the Company for conclusion of the agreement. 

100% of the votes were in favour of the decision.



Minutes of the annual shareholders meeting will be published on AS Pro Kapital
Grupp web page www.prokapital.com not later than 25th of May 2017. 


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