Notice of Calling the Annual General Meeting of AS Pro Kapital Grupp Shareholders
NOTICE OF CALLING THE
ANNUAL GENERAL MEETING OF
AS PRO KAPITAL GRUPP
SHAREHOLDERS
Dear shareholder of AS Pro Kapital Grupp,
We announce that the Management Board is calling for the annual general meeting
of the shareholder of AS Pro Kapital Grupp (registration code 10278802, located
at Sõjakooli 11, Tallinn, Republic of Estonia; hereinafter the Company), which
shall take place on Tuesday, 17th of June, 2025 at 10.30AM at the premises of
the Company at Sõjakooli 11 in Tallinn. Registration of shareholders shall take
place from 10.15 - 10.30AM on the 17th of June 2025 at the location of the
meeting.
The reason for calling the annual general meeting is to decide on the approval
of the annual report for the financial year of 2024, deciding on covering the
net loss and election of the auditor. 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 Ilona Nurmela as the Chairman of the annual general meeting of the
shareholders. Elect the Secretary of the annual general meeting as per
suggestions made at the meeting.
2. Approval of the audited annual report of the Company for the financial
year of 2024
The Company has prepared the annual report for the financial year of 2024. The
report has been audited and this 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 2024.
3. Resolution of covering the loss
The Company's net loss for the financial year which ended on 31 December 2024
was in the amount of 3 875 000 Euros. As per the commercial code it is the
shareholders' competency to decide how to cover the loss.
The Council's and Management Board's proposal and draft of the resolution:
Cover the net loss for the financial year which ended 31 December 2024 in the
amount of 3 875 000 Euros with retained earnings of previous periods.
4. Election of the auditor
In the financial year of 2024, Ernst & Young Baltic AS provided audit services
to the Company in relation to auditing the Company's 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. In 2025, the Board has taken quotations from
various audit firms for the audits of the financial years of 2025-2027. The
Audit Committee and the Supervisory Council recommend to continue the
cooperation with Ernst & Young Baltic AS, as their quotation and quality of
service is the best.
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
years of 2025-2027 and leave the decision on the amount of the auditor's
remuneration to the Company Management Board.
Administrative issues:
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 7 calendar days prior to 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, i.e. at the close of business on 10th of June, 2025.
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 a petition to a court in order to obligate the management
board to give information within two (2) weeks after the general meeting.
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 2nd of June, 2025, at
the latest. Any draft resolutions for each item on the agenda must be submitted
in writing at the address of the Company (see above) at least 3 days before the
meeting, i.e. on 13th of June, 2025, at the latest.
Items previously not on the agenda may be added to 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). Regardless of prior requests
or the lack thereof, 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 (such matters do not have to be
included on the agenda beforehand), and may discuss other matters without making
resolutions.
The shareholder can, until 16th of June, 2025 at 16:00 (EET), inform the Company
of appointing a representative or of renouncing the power of attorney previously
given to a representative, by sending a relevant digitally signed notice to
[email protected] (mailto:[email protected]), or by sending a
relevant 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 for the 2024 financial
year, the auditor's opinion 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 business days and hours (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:
Shareholder who are natural persons are kindly asked to bring along a valid
identification document. Shareholders who are legal entities, are requested to
bring an extract from the relevant register, where that legal person has been
registered, and a valid identification document of the representative. In
addition to the above, representatives are kindly asked to bring along a valid
written power-of-attorney. Documents issued by a foreign country's official must
be either legalized or authenticated with a document certificate apostille and
translated into English.
Proxy voting prior to the meeting:
It is possible to vote by proxy in advance of the meeting 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