Decisions of the Extraordinary Shareholders Meeting of AS Pro Kapital Grupp


The extraordinary shareholders meeting of AS Pro Kapital Grupp (hereinafter referred to as the Company) took place on Friday, 25th of September 2015 starting at 10.00 at the office of the Company located at Põhja pst 21 Tallinn. As per the registration list of the meeting six (6) shareholders were present and represented at the general meeting, whereas the shares held by them represent in total 30 416 666 votes, which constitutes in total 56.22% of the votes represented by 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.    Deciding on increase of share capital of the Company and precluding shareholders' pre-emptive right of subscription

 

Decision adopted was as follows:

 

  1. The Company will issue 97 363 shares, with nominal value EUR 0.20 per share. Share capital is increased by 19472.6 Euros. The new amount of share capital is 10 840 787.6 Euros.
  2. the pre-emptive right of the existing shareholders of the Company to subscribe for the New Shares is cancelled in accordance with § 345 (1) of the Commercial Code (äriseadustik);
  3. Member of the Management Board Paolo Vittorio Michelozzi (born  26.01.1961) has the right to subscribe for the New Shares;
  4. the New Shares will be offered for subscription during the subscription period 28.09.2015 -  02.10.2015 when 97 363  New Shares are offered for subscription and New Shares will be issued after the end of subscription period;
  5. the monetary contribution (subscription price) for each New Share is EUR 2.200014379178949 (of which EUR 0.20 is the nominal value and EUR 2.000014379178949 is the share premium).
  6. if all New Shares are not subscribed for during the relevant subscription period, the management board of the Company will have a right to:

a) prolong respective subscription period by up to 15 days; and/or

          b) cancel the New Shares that were not subscribed for during the relevant subscription period.

 

Minutes of the extraordinary shareholders meeting will be published on AS Pro Kapital Grupp web page www.prokapital.com not later than 29th of September 2015.

         Allan Remmelkoor
         Member of the Management Board
         Tel.: +372 6144 920
         Email: prokapital@prokapital.ee