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

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Tallinn, 2013-05-22 22:29 CEST (GLOBE NEWSWIRE) --
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 19th of June 2013 at 10.00 at the
premises of the Company, Põhja pst 21 Tallinn Republic of Estonia. Registration
of the shareholders for the meeting shall start on the 19th of June 2013 at
9.45 and shall end at 10.00 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 2012, allocation of the loss,
formation of the statutory reserve capital, election of the auditor and
prolongation of the term in office of one Council member and election of a new
Council member. 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. 

2.    Approval of the audited annual report of the Company for the financial
year of 2012 

The Company has prepared the annual report for the financial year of 2012. 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 2012.

3.        Resolution on covering the loss

The Company’s net loss for the financial year which ended 31 December 2012 was
in the amount of 5 952 000 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:

Cover the net loss for the financial year which ended 31 December 2012 in the
amount of 5 952 000 Euros with retained earnings of previous periods. 

4.    Formation of the statutory reserve

In accordance with the commercial code and in accordance with the articles of
association of the Company, the Company should have a statutory reserve in
amount equaling to 10% of the share capital of the Company. 

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

Transfer 1 063 708,44 Euros from retained earnings of previous periods to the
statutory reserve of the Company. 

5.    Election of the auditor

In financial year of 2012 AS Deloitte Audit 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 has taken offers for the audit of the
financial year of 2013 from different audit companies. 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 2013. 

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 2013 in the
amount of 52 000 Euros (net of VAT). 

6.    Prolongation of the Council members term in office, election of new
Council member 

The term in office of 3 Council members Emanuele Bozzone, Renato Bullani and
Giuseppe Prevosti is expiring on 05.07.2013. 

Pertti Huuskonen and Petri Olkinuora term in office expires on 13.04.2015.

Renato Bullani and Giuseppe Prevosti have expressed their wish not to continue
participating in the Council, due to time constraints related to their personal
business. 

Emanuele Bozzone has granted his consent to continue in the Council of the
Company. 

The Council has made the suggestion for the Council to continue with 4 Council
members and to elect a new Council member since the expiry of the term in
office of Renato Bullani and Giuseppe Prevosti. 

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

Prolong the term in office of Council member Emanuele Bozzone since 06.07.2013
until 05.07.2016. 
Elect Ernesto Achille Preatoni as a new Council member starting from 06.07.2013
until 05.07.2016. 

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 12.06.2013 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. 

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 preferably
translated into Estonian. 

The shareholder can until 18th of June 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 sending the written notice 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 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 auditors opinion,
written report of the Council on the 2012 financial year and the annual report
for the 2012 financial year and the CV’s of the candidates for the Council 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 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]