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Notice of Calling the Annual General Meeting of AS Pro Kapital Grupp Shareholders

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

Dear shareholder of AS Pro Kapital Grupp,

We  announce that the Management Board is calling for the annual general meeting
of  the shareholder of AS Pro Kapital Grupp (registration code 10278802, located
at  Sõjakooli 11, Tallinn, Republic of  Estonia; hereinafter the Company), which
shall  take place on  Tuesday, 17th of June,  2025 at 10.30AM at the premises of
the  Company at Sõjakooli 11 in Tallinn. Registration of shareholders shall take
place  from  10.15 -  10.30AM on  the  17th of  June 2025 at the location of the
meeting.

The  reason for calling the annual general  meeting is to decide on the approval
of  the annual report for  the financial year of  2024, deciding on covering the
net  loss 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 Management Board's proposal:

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

2.        Approval of the audited annual report of the Company for the financial
year of 2024

The  Company has prepared the annual report  for the financial year of 2024. The
report  has been audited and this audited  report has been made available to the
shareholders.  It is  the competency  of the  shareholders to approve the annual
report.

The Council's and Management Board's proposal and draft of the resolution:

Approve the audited annual report of the Company for the financial year of 2024.

3.        Resolution of covering the loss

The  Company's net loss for the financial  year which ended on 31 December 2024
was  in the  amount of  3 875 000 Euros. As  per the  commercial code  it is the
shareholders' competency to decide how to cover the loss.

The Council's and Management Board's proposal and draft of the resolution:

Cover  the net loss for  the financial year which  ended 31 December 2024 in the
amount of 3 875 000 Euros with retained earnings of previous periods.

4.        Election of the auditor

In  the financial year of 2024, Ernst &  Young Baltic AS provided audit services
to  the Company in relation to auditing the Company's annual report. 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. In 2025, the  Board has taken quotations from
various  audit firms  for the  audits of  the financial  years of 2025-2027. The
Audit   Committee   and  the  Supervisory  Council  recommend  to  continue  the
cooperation  with Ernst  & Young  Baltic AS,  as their  quotation and quality of
service is the best.

The Council's and Management Board's proposal and draft of the resolution:

Elect Ernst & Young Baltic AS as the auditor of the Company for the financial
years of 2025-2027 and leave the decision on the amount of the auditor's
remuneration to the Company Management Board.

Administrative issues:

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  7 calendar days prior  to 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, i.e. at the close of business on 10th of June, 2025.

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 a  petition to a court  in order to obligate the management
board to give information within two (2) weeks after the general meeting.

Shareholders  whose  shares  represent  at  least  1/20 of the share capital may
request  adding items to  the agenda of  the general meeting,  if the respective
request  has been made 15 days before the meeting, i.e. on 2nd of June, 2025, at
the  latest. Any draft resolutions for each item on the agenda must be submitted
in  writing at the address of the Company (see above) at least 3 days before the
meeting, i.e. on 13th of June, 2025, at the latest.

Items previously not on the agenda may be added to the agenda, if at least 9/10
of participating shareholders approve and their shares represent at least 2/3 of
the share capital (proxy votes will be discounted). Regardless of prior requests
or  the lack thereof, a  general meeting may decide  on calling the next meeting
and settle submissions concerning administrative issues related to the agenda or
to  the  procedure  for  holding  the  meeting  (such  matters do not have to be
included on the agenda beforehand), and may discuss other matters without making
resolutions.

The shareholder can, until 16th of June, 2025 at 16:00 (EET), inform the Company
of appointing a representative or of renouncing the power of attorney previously
given  to a  representative, by  sending a  relevant digitally  signed notice to
[email protected]  (mailto:[email protected]),  or  by  sending  a
relevant written notice to the office of the Company at Sõjakooli 11, Tallinn.

The  shareholders of the Company can acquaint  themselves with the drafts of the
resolutions  and  proposals,  the  audited  annual report for the 2024 financial
year,  the auditor's  opinion on  the webpage  of the Company www.prokapital.com
(http://www.prokapital.com)    under    the   sub-section   Company,   Investor,
Shareholders  or upon prior request at the  location of the Company at Sõjakooli
11, Tallinn  at an agreed time during  business days and hours (from 09:00 until
17:00). 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]    (mailto:[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 (http://www.prokapital.com) under
the section: "Company, Investor".

Documents needed to participate at the meeting:

Shareholder  who are  natural persons  are kindly  asked to  bring along a valid
identification  document. Shareholders who are  legal entities, are requested to
bring  an extract from the  relevant register, where that  legal person has been
registered,  and  a  valid  identification  document  of  the representative. In
addition  to the above, representatives are kindly  asked to bring along a valid
written power-of-attorney. Documents issued by a foreign country's official must
be  either legalized or authenticated with  a document certificate apostille and
translated into English.

Proxy voting prior to the meeting:

It  is possible  to vote  by proxy  in advance  of the meeting by submitting the
relevant  form to the Company before the  meeting. The form with instructions is
available     on    the    webpage    of    the    Company    www.prokapital.com
(http://www.prokapital.com)   under   the   sub-section:   "Company,   Investor,
Shareholders".

Best regards, Management Board of AS Pro Kapital Grupp