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Start of the subscription of debt securities

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AS Pro Kapital Grupp (hereinafter Pro Kapital) informed its investors on
02.04.2015 that the Supervisory Council of Pro Kapital has decided to approve
the issue of secured, callable, fixed rate bonds by the Company (hereinafter
the “Bonds”). 



Based on the Supervisory Council decision dated 02.04.2015 the Management Board
of Pro Kapital is authorized to issue the Bonds on the following main
conditions: 



  1. Pro Kapital will raise up to EUR 50,000,000 from the issuance of the Bonds
     (maximum amount);
  2. the nominal value of the Bonds is EUR 100,000;
  3. the Bonds will carry interest at a fixed rate, which shall not be higher
     than 8%, p.a.;
  4. the Bonds are expected to be issued in several tranches;
  5. the final redemption date of the Bonds will occur  in 5 years after the
     issue date of the first tranche of the Bonds (i.e. redemption date is
     01.06.2020);
  6. the obligations and liabilities of Pro Kapital arising from the Bonds and
     related documents are secured by the first ranking security over the
     following assets:
     -- all shares (including rights attached thereto) in the following
        companies owned by Pro Kapital and its subsidiaries (including all
        shares issued and acquired at any time in the future): AS Pro Kapital
        Eesti, Pro Kapital Latvia JSC, Pro Kapital Vilnius Real Estate UAB, PRO
        KAPITAL Germany GmbH, Pro Kapital Germany Holdings OÜ, OÜ Ilmarise
        Kvartal, Pro Halduse OÜ, OÜ Hotel Management Services, AS Tondi Kvartal,
        OÜ Marsi Elu, PK Hotel Management Services GmbH, “Kl?versala” SIA,
        “Tallina nekustamie ?pašumi” SIA, "NEKUSTAMO ?PAŠUMU SABIEDR?BA
        "ZVAIGZNES CENTRS"" SIA, “Hotel Management Services” SIA; In Vitam UAB;
        PK Invest UAB and Pro Kapital Bonum UAB;
     -- three bank accounts are opened in connection with the issuance of the
        Bonds (escrow account, debt service account and deposit account);
     -- if the aggregate outstanding amount of the Bonds will exceed EUR
        25,000,000, the shares in AS Tallinna Moekombinaat will be additionally
        pledged;
  7. the Bonds issued are listed  at the corporate bond list on Nasdaq Stockholm
     and Bonds issued with next tranches are also planned to be listed at the
     corporate bond list on Nasdaq Stockholm;



As of 20.04.2016 Pro Kapital has issued Bonds with total nominal value of EUR
14 300 000. 



Pro Kapital Supervisory Council has on 20.04.2016 approved the main terms of
the fourth subscription of the Bonds and Pro Kapital Management Board has on
20.04.2016 decided to announce the start of the fourth subscription process of
the Bonds on the following main conditions: 



  1. Pro Kapital targets issuing 150 Bonds with nominal value of EUR 100 000 per
     each Bond;
  2. Interest of the Bonds is 8% p.a;
  3. The obligations and liabilities of Pro Kapital arising from the Bonds and
     related documents are secured by the first ranking security over the
     following assets:
     -- all shares (including rights attached thereto) in the following
        companies owned by Pro Kapital and its subsidiaries (including all
        shares issued and acquired at any time in the future): AS Pro Kapital
        Eesti, Pro Kapital Latvia JSC, Pro Kapital Vilnius Real Estate UAB, PRO
        KAPITAL Germany GmbH, Pro Kapital Germany Holdings OÜ, OÜ Ilmarise
        Kvartal, Pro Halduse OÜ, OÜ Hotel Management Services, AS Tondi Kvartal,
        OÜ Marsi Elu, PK Hotel Management Services GmbH, “Kl?versala” SIA,
        “Tallina nekustamie ?pašumi” SIA, "NEKUSTAMO ?PAŠUMU SABIEDR?BA
        "ZVAIGZNES CENTRS"" SIA, “Hotel Management Services” SIA; In Vitam UAB;
        PK Invest UAB and Pro Kapital Bonum UAB;
     -- three bank accounts are opened in connection with the issuance of the
        Bonds (escrow account, debt service account and deposit account);
     -- if the aggregate outstanding amount of the Bonds will exceed EUR
        25,000,000, the shares in AS Tallinna Moekombinaat will be additionally
        pledged;
  4. The final redemption date of the Bonds will occur in 5 years after the
     issue date of the first tranche of the Bonds (i.e. redemption date is
     01.06.2020);
  5. Issue price of 1 Bond shall be not less than 97% of the nominal value of
     the bonds. Issue price will be adjusted for the accrued but unpaid
     interest;
  6. The subscription period of the Bonds shall be 21.04.2016-29.04.2016 with
     the right to either shorten or prolong the subscription period;
  7. Pro Kapital reserves the right to issue more Bonds in case of
     oversubscription.



Bonds are offered for subscription to professional investors and the offering
of the Bonds is not a public offering. This notice has been published to comply
with the rule 7.6. of the Requirement for Issuers of NASDAQ Tallinn
Stock-Exchange. Pro Kapital will inform its investors of the results of the
third subscription after the results of the subscription are confirmed by the
Management Board. 



AS Pro Kapital Grupp investor presentation in regards to the Bond issue can be
found on Pro Kapital website www.prokapital.com under section “Investors”
starting from 21.04.2016. 


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