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NOTICE OF CALLING THE EXTRAORDINARY GENERAL MEETING OF AS PRO KAPITAL GRUPP SHAREHOLDERS

Teade

Dear shareholder of AS Pro Kapital Grupp

We announce that the Management Board is calling for the extraordinary general
meeting of AS Pro Kapital Grupp (registration code 10278802, located at
Sõjakooli 11 Tallinn Republic of Estonia) (hereinafter the Company)
shareholders which shall take place on the 20th of December 2017 at 15.00 at
the premises of the Company, Sõjakooli 11 Tallinn Republic of Estonia.
Registration of the shareholders for the meeting shall start on the 20th of
December 2017 at 14.45 and shall end at 15.00 at the location of the meeting. 

The reason for calling the extraordinary general meeting is the request
presented to the Management Board of the Company by the shareholder of the
Company OÜ Svalbork Invest to call the extraordinary shareholders meeting.
According to Commercial Code (hereinafter CC) § 292 section 1 subsection 2 the
management board shall call a special general meeting in the cases prescribed
by the articles of association, and also in case of a listed public limited
company if  this is demanded by shareholders whose shares represent at least
one-twentieth of the share capital. 



The agenda of the meeting is as follows:



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



The Management Board’s proposal:

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



  1. Distribution of profit and payment of dividend



OÜ Svalbork Invest as the shareholder of the Company has submitted the request
to call the extraordinary shareholders meeting of Company shareholders.
According to CC § 293 section 2’1 if a special general meeting is called at the
request of the shareholders, the shareholders, at whose request the general
meeting is called, may demand simultaneously with the submission of an
application for calling the general meeting the inclusion of an issue on the
agenda of the special general meeting. OÜ Svalbork Invest has on 13.11.2017
submitted the request to include the profit distribution and dividend payment
in the agenda of the shareholders meeting and OÜ Svalbork Invest has amended
its request on 22.11.2017. The requests are available on the webpage of the
Company www.prokapital.com under section Company, Investor. 

The Management Board and the Council of the Company have evaluated the request
of OÜ Svalbork Invest and have reached the following conclusion. The announced
Company dividend policy does not foresee the dividend payment in 2017 financial
year. The request is submitted by the shareholder. As the Company has sold two
hotels this financial year and the liquidity of the Company has therefore
increased substantially, then the Management Board and the Council are of
opinion that the payment of dividend in proposed amount would not influence the
business of the Company in negative way. The Council and Management Board are
therefore neutral as to the dividend payment proposal. It’s up to the
shareholders to decide if to approve the proposal of profit distribution or
not. 

The proposal submitted by OÜ Svalbork Invest on 22.11.2017:

The retained earnings of AS Pro Kapital Grupp based on 2016 annual report were
59 104 thousand euros, loss of 2016 financial year was in amount of 3 913
thousand euros. Retained earnings after covering the loss of 2016 financial
year is therefore in amount of 55 191 thousand euros. 

Distribute 850 319,31 euro from retained earnings as profit to the shareholders
(0,015 euros per share X 56 687 954 shares). No allocation shall be made to the
capital reserve or other reserves provided for by the law or the articles of
association. The list of shareholders entitled to receive dividends shall be
fixed on the close of the business on the 10th business day after the date of
the shareholders meeting (record date)[08.01.2018]. All shareholders entered
into share register on close of the business on record date are entitled to
receive dividend. Dividend will be paid out to the shareholders on the 5th
business day after the record date [15.01.2018]. 







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 holding the general meeting as at the end of
the working day of the settlement system of the registrar of the Estonian
register of securities or another depository where the shares of a public
limited company are entered, which precedes the general meeting, i.e. on
13.12.2017 at end of the working day. 

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, Sõjakooli 11, Tallinn, 11316. 

The shareholder can until 19.12.2017 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 Sõjakooli 11
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 Company, Investor. 

The shareholders of the Company can acquaint themselves with the drafts of the
resolutions and proposals, the audited annual report of 2016 financial year,
the auditor opinion, on the webpage of the Company www.prokapital.com  under
the section Company, Investor or at the location of the Company at Sõjakooli 11
Tallinn during the business days from 09:00 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


         +372 614 4920
         [email protected]