The extraordinary shareholders meeting of AS Pro Kapital Grupp (hereinafter referred to as the Company) took place on Thursday, 9th of April 2015 starting at 16.00 at the office of the Company located at Põhja pst 21 Tallinn. As per the registration list of the meeting 8 shareholders were present at the meeting, who represented in total 34 403 832 votes, which form 63,59% of all votes attached to the shares.
The agenda and decisions adopted at the extraordinary shareholders meeting were as follows:
1. Election of the Chairman and Secretary of the extraordinary shareholders meeting
Decision adopted was as follows:
Ervin Nurmela was elected as the Chairman and Liisa Kirss was elected as the Secretary of the extraordinary shareholders meeting.
100% of the votes were in favor of the decision.
2. Amendment of the Articles of Association of the Company
Decision adopted was as follows:
Amend the article 5.3 of the articles of association and approve the article in the following wording:
“5.3. The Company’s supervisory board (Council) shall have the minimum of three (3) and the maximum of seven (7) members. The members of the supervisory board shall be elected by the general meeting of shareholders for a term of up to five (5) years. A member of the supervisory board may be removed by a resolution of the general meeting of shareholders regardless of the reason.”
Approve the new version of the articles of association with the referred amendment.
100% of the votes were in favor of the decision.
3. Prolongation of the term in office of Council members
Decision adopted was as follows:
Prolong the term in office of Council member Pertti Huuskonen (date of birth 02.08.1956) until 05.07.2016.
100% of the votes were in favor of the decision.
Prolong the term in office of Council member Petri Olkinuora (date of birth 02.05.1957) until 05.07.2016.
100% of the votes were in favor of the decision.
4. Remuneration of Council members
Decision adopted was as follows:
Confirm the remuneration of council members and payment terms on following conditions:
Council member is paid 25 000 euro per year (gross). Chairman of the Council is paid 27 500 euro per year (gross). Remuneration is paid on monthly basis on the last working day of the month at latest. The member of the Council is paid remuneration for partial month on a pro rata basis to number of days of validity of powers.
In addition 600 Euros (gross) is paid to the member of Council including the Chairman of the Council for each meeting of the Council the Member attended.
In addition to remuneration paid, compensate Council Members travel and accommodation expenses which are incurred in connection to participating in Council- or Committee meetings.
100% of the votes were in favor of the decision.
5. Amending the terms of the convertible bonds
Decision adopted was as follows:
Amend the article 4.3 of the terms and conditions of the convertible bonds, which was approved by the 13.04.2009 and amended by the 06.02.2013 shareholders meeting by adopting the wording as follows:
4.3. A Bond shall expire on a maturity date (hereinafter the “Maturity Date”), which shall be:
4.3.1. one of the following dates:
4.3.1.1. the day which shall occur 4 (four) years as of the registering such Bond in the Register, shall be the Maturity Date for all bonds whose bondholder (the person owning the bond at 10.00 on the Maturity Date) has not given the Company its acceptance to prolong the Maturity Date.
4.3.1.2. the Company may make a proposal, for the bondholder who has not exchanged its bond to the company share, to extend the Maturity Date of the bond by up to 4 (four) years as of the Maturity Date registered in the Register (at the moment of making the proposal). The Maturity Date of the bond, whose bondholder has submitted to the Company its written acceptance to prolong the maturity of the bond, shall be the new Maturity Date stated by the Company in the notice sent to the bondholder (the new Maturity Date shall be entered into the Register).
4.3.2. the Exchange Date referred to in Clause 7, hereof, if the Bond is exchanged to a share of the Company.
100% of the votes were in favor of the decision.
6. Take for information the resignation of the Company’s Council member Ernesto Achille Preatoni
Shareholder meeting took for information the resignation of the council member Ernesto Achille Preatoni for information by the shareholders meeting.
Minutes of the extraordinary shareholders meeting will be published on AS Pro Kapital Grupp web page www.prokapital.com not later than 14th of April 2015.
Allan Remmelkoor
Member of the Management Board
Tel.: +372 6144 920
Email: allan.remmelkoor@prokapital.ee