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Notice of Calling the Extraordinary Shareholders Meeting of AS Pro Kapital Grupp

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Tallinn, 2013-03-11 17:02 CET (GLOBE NEWSWIRE) --
Dear shareholder of AS Pro Kapital Grupp

We announce that the management board is calling for the extraordinary
shareholders meeting of AS Pro Kapital Grupp (registration code 10278802,
located at Põhja pst. 21 Tallinn Republic of Estonia) (hereinafter referred to
as the Company) which shall take place on the 5th of April 2013 at 11.00 at the
premises of the Company, Põhja pst 21 Tallinn Republic of Estonia. Registration
of the shareholders for the meeting shall start on the 5th of April 2013 at
10.45 and shall end at 11.00 at the location of the meeting. 

The reason for calling the extraordinary shareholders meeting is to decide on
the increase of share capital of the Company and take for information the
resignation of one Council member. The proposal to call the extraordinary
shareholders meeting 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 extraordinary shareholders
meeting 

The Councils and the Management Board proposal:

Under this agenda article the Chairman and the Secretary of the shareholders
meeting shall be elected as per the suggestions of the shareholders. 

2.    Conditional increase of the share capital of the Company and issue of new
shares 

The goal of the increase of share capital is to strengthen the financial
position of the Company and to finalize the necessary preparations needed for
the launch of the new development projects. 

The increase of the share capital is addressed to qualified investors and for
investors, who acquire securities for a total consideration of not less than
100 000 euro. 

The Management Board explains that it has made the proposal to exclude the
preemptive right of the shareholders to subscribe the shares, as the shares
offered for subscription constitute just 2,63% of the Company’s current share
capital. Granting the current shareholders the preemptive right would result in
the offering being considered as public offer of securities, which would result
in additional costs for the Company and would not be in the interest of the
shareholders. The issue price of the new shares 1,80 euro is determined based
on feedback received from qualified investors in terms of their interest for
the pricing of the offer. 

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

Increase conditionally the share capital of the Company in accordance with the
§ 3512  of Commercial Code on the following conditions: 

(a)    Due to the planned offering of the Company’s shares to increase
conditionally the share capital of the Company by 280 000 euro. The Management
Board of the Company has the right to issue up to 1 400 000 new shares of the
Company, with nominal value 0,2 euro. 

(b)    Each person (hereinafter “Investor”) is entitled to participate in the
conditional increase of the share capital on the following conditions: 

(1)    Offering the shares to the Investor or subscribing the shares by
Investor shall not result in Company’s obligation to register a prospectus in
any country or other similar obligation which the Company has not fulfilled; 

(2)    Investor shall subscribe at least 55 556 new shares;

(3)    Subscribing the shares by the Investor shall not result in breach of any
legislation by such Investor. 

(c)    The issue price of each new share of the Company shall be 1,80 euro,
including the share premium of 1,60 euro; 

(d)    New shares shall be paid for by monetary contribution;

(e)    The preemptive right to subscribe the new shares by the current
shareholders shall be excluded in accordance with the § 345 section 1 of the
Commercial Code; 

(f)    The term to exercise the right to subscribe for the new shares shall be
10 business days as from announcement of the subscription by the Management
Board. 

(g)    New shares shall give the shareholder the right to dividends which are
decided and paid since 1st of January 2013; 

(h)    As of the date of this decision the share capital of the Company is 10
637 084,40 euro and conditional share capital 19 442 236 euro. As of the date
of this decision the Company, based on the registered conditional share
capital, can issue 4 025 758 new shares in connection to the conversion of same
amount of convertible bonds of the Company and increase the share capital of
the Company by 805 151,60 euro. Based on the aforementioned the conditional
share capital of the Company is amended in a way that the new conditional share
capital is 11 722 236 euro. 

(i)    To subscribe for the new shares the Investor should have the securities
account in Estonian Central Securities Depository and/or arrangements to use on
nominees account in Estonian Central Securities Depository and the Investor
shall submit the subscription application through the custodian of such
securities account. The Management Board of the Company shall publish the exact
instructions for subscription of new shares before the beginning of the
subscription period. 

(j)    In case of oversubscription of the shares the Council of the Company has
the right to: 

(1)    As per the Council discretion decide the allocation of the shares to the
investors who have placed the subscriptions; 

(2)    Cancel the oversubscribed new shares.

(k)   if all new shares are not subscribed for during the subscription period
the Management Board of the Company has the right in 15 days since the end of
the subscription period to: 

(1)     prolong the subscription period by up to 10 business days;

(2)     cancel the shares, which were not subscribed during the subscription
period. 

3.        Take for information the resignation of the Company’s Council member
Sari Aitokallio 


    Sari Aitokallio, member of Pro Kapital Grupp Council, has in January 2013
informed the Company about her resignation from the Council as of March 31,
2013. As she explained the resignation is due to time constraints and a
possible conflict of interest in the future, emphasizing that as for now such
conflict doesn't exist. 

The Councils and the Management Board proposal:

The proposal of the Council and the Management Board is at the moment not to
elect a new council member to replace the resigned council member.  The
proposal of the Council and the Management Board is to take the resignation of
the council member Sari Aitokallio for information by the shareholders meeting. 




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 meeting. The draft of the resolution shall be presented in written to AS
Pro Kapital Grupp, Põhja pst. 21, Tallinn, 10414. 

According to the Commercial Code § 297 section 5 the set of shareholders
entitled to take part in the extraordinary shareholders meeting shall be
determined as at seven days before the date of holding the general meeting,
i.e. on 29.03.2013 at 23:59. 

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 preferably translated into Estonian. The
shareholder can until 4th of April 2013 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 bringing the written notice in person to the
office of the Company at Põhja pst 21 Tallinn, during business hours
10.00-16.00. 

If you have any questions in regards to the extraordinary shareholders meeting,
please contact us by phone + 372 6 144 920 or by email at
[email protected]. 

The shareholders of the Company can acquaint themselves with the drafts of the
resolutions and other documents concerned at 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 10.00 until
16.00. 

Best regards
Management Board of
AS Pro Kapital Grupp





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