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AMENDMENT OF THE AGENDA OF ANNUAL GENERAL MEETING OF AS PRO KAPITAL GRUPP SHAREHOLDERS

Teade

Dear shareholder of AS Pro Kapital Grupp

AS Pro Kapital Grupp (registration code 10278802, located at Sõjakooli 11
Tallinn Republic of Estonia) (hereinafter referred to as the Company)
Management Board has called the annual general meeting of shareholders which
shall take place on the 24th of May 2017 at 17.00 at the premises of the
Company, Sõjakooli 11 Tallinn Republic of Estonia. Registration of the
shareholders for the meeting shall start on the 24th of May 2017 at 16.45 and
shall end at 17.00 at the location of the meeting. 

Commercial Code § 293 section 2 states that the management board or in case of
a listed public limited company, the shareholders whose shares represent at
least one-twentieth of the share capital, may demand the inclusion of
additional issues on the agenda of the general meeting if the respective demand
has been submitted no later than 15 days before the general meeting is held. 

AS Pro Kapital Grupp Management Board wants the inclusion of additional issues
on the agenda of the general meeting. 

Commercial Code § 294 section 6 states that if following the notification about
calling the annual general meeting the agenda is amended at the request of the
management board or the shareholders, the notice of the amendments to the
agenda shall be given prior to holding the annual general meeting under the
same procedure as calling the general meeting. The notice of the amendments to
the agenda before holding the general meeting shall be given at least one week
in advance unless the articles of association prescribe a longer term. 

Based on the aforementioned the Management Board of AS Pro Kapital Grupp
suplements the agenda of the annual general meeting which shall take place on
24th of May 2017 at 17.00 with agenda topics 5 and 6 as follows: 

5.           Decide on conclusion of transactions with the member of the
supervisory board 

The Management Boards proposal and draft of the resolution:

Agree on conclusion of service agreement with Lunacon Oy (code of registration
2397821-2), a company connected to Council member Pertti Huuskonen, on the
following main terms: 

Nature of service: At the request of the Company participate in preparation of
investor materials and participation at investor meetings. 

Remuneration: Daily fee of 1 000 EUR (half day 50%), VAT to be added, for
preparation work related to investor materials. Same daily fee for investor
meetings participation (when requested by Company); 

Success fee: In case the Company decides on increase of share capital, then
success fee of 0,25%, VAT to be added, on amounts invested into the share
capital of the Company by investor as a result of service providers active
participation. Success fee is payable in case the service provider has actively
participated in attracting specific investor. 

Term of contract: without term.

Other conditions: to be decided by AS Pro Kapital Management Board.

Appoint Chairman of the Management Board Paolo Vittorio Michelozzi as the
representative of the Company for conclusion of the agreement. 

6.           Decide on conclusion of transactions with the member of the
supervisory board 

The Management Boards proposal and draft of the resolution:

Agree on conclusion of service agreement with Forbia Oy (code of registration
2127418-2), a company connected to Council member Petri Olkinuora, on the
following main terms: 

Nature of service: At the request of the Company participate in preparation of
investor materials and participation at investor meetings. 

Remuneration: Daily fee of 1 000 EUR (half day 50%), VAT to be added, for
preparation work related to investor materials. Same daily fee for investor
meetings participation (when requested by Company); 

Success fee: In case the Company decides on increase of share capital, then
success fee of 0,25%, VAT to be added, on amounts invested into the share
capital of the Company by investor as a result of service providers active
participation. Success fee is payable in case the service provider has actively
participated in attracting specific investor. 

Term of contract: without term.

Other conditions: to be decided by AS Pro Kapital Management Board.

Appoint Chairman of the Management Board Paolo Vittorio Michelozzi as the
representative of the Company for conclusion of the agreement. 



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 17.05.2017 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, Sõjakooli 11, Tallinn, 11316. 

Shareholders whose shares represent at 1/20 of the share capital, may demand
the inclusion of additional issues on the agenda of the general meeting if the
respective demand has been submitted no later than 15 days before the general
meeting is held. 

The shareholder can until 23rd of May 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 Investors. 

The shareholders of the Company can acquaint themselves with the drafts of the
resolutions and proposals, the audited annual report, the auditor opinion and
written report of the Council on the 2016 financial year on the webpage of the
Company www.prokapital.com  under the section Investors 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


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