Börsiteade

Pealkiri

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

Teade

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 Sõjakooli 11
Tallinn  Republic of Estonia) (hereinafter the Company) shareholders which shall
take  place on  Tuesday, 21(th) of  June, 2022 at  13.00 in the  Andante room at
Sokos Hotel Viru, Viru väljak 4, 10111 Tallinn Republic of Estonia. Registration
of  shareholders shall take place from 12.45 - 13.00 on the 21(th) of June 2022
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 2021, distribution of the profit,
election of the auditor and the remuneration policy for the executive management
of  Company. 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  Karin  Madisson  as  the  Chairman  of  the annual general meeting of the
shareholders.  Elect the Secretary of the meeting as per suggestions made at the
meeting.

 1. Approval of the audited annual report of the Company for the financial year
    of 2021

The  Company has prepared the annual report  for the financial year of 2021. 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 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 2021.

 1. Resolution of distribution of the profit

The Company's net profit for the financial year which ended 31 December 2021 was
in the amount of 29'756'656 Euros. On the last general meeting it was decided to
cover  the  net  loss  of  2020 with  reserves  and share premium in addition to
retained  earnings of  previous periods.  As per  the commercial  code it is the
shareholders' competency to decide on how to distribute profit.

The Council's and Management Board's proposal and draft of the resolution:
To  distribute the  net profit  for the  financial year  which ended 31 December
2021 in  the amount of 3,913,201 Euro to recover share premium, in the amount of
1,133,759 Euros  to recover the statutory  reserve and the rest 24'709'696 Euros
into retained earnings of previous periods.

 1. Election of the auditor

In financial year of 2021 Ernst & Young Baltic AS has provided audit services to
the  Company in  relation to  the audit  of the  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.

 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
year of 2022.

 1. The remuneration policy for the executive management of Company

The  remuneration  policy  for  the  executive  management  of Company have been
prepared in accordance with the Estonian Securities Market Act, in addition, the
recommendations of the Corporate Governance Recommendations have been taken into
account.  The remuneration policy will be published on the Company's website and
is  also  described  in  the  section  of  the  Company's annual report entitled
"Corporate governance report. Management remuneration report".

The Council's and Management Board's proposal and draft of the resolution:
To approve the remuneration policy for the executive management of Company.

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 7 days before holding 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, which precedes the general meeting, i.e. on 14(th) of June, 2022 at
end of the working day.

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.

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 6(th) of June, 2022 at
the  latest. They may also submit a draft resolution for each item on the agenda
at  least 3 days before the meeting, i.e. on 18(th )of June, 2022 at the latest.
Please submit the draft resolution in writing to AS Pro Kapital Grupp, Sõjakooli
11, Tallinn, 11316.

At  the meeting, items previously not on the agenda may be taken onto 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). 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 without  such matters having  to be included  on the agenda
beforehand, and to discuss other matters without making resolutions.

The  shareholder can until  20(th) of June, 2022 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]  (mailto:[email protected])  or  by  sending the
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 of 2021 financial year, the
auditor opinion, the remuneration policy for the executive management of Company
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 the
business  days 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
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.

Proxy voting
It  is possible to vote by proxy 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