The annual shareholders meeting (hereinafter rederred to as the Meeting) of AS Pro Kapital Grupp (hereinafter referred to as the Company) took place on Friday, 17th of June 2016 starting at 14.00 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 37 892 923 votes, which form 69.91% of all votes attached to the shares.
The agenda and decisions adopted at the Meeting were as follows:
The agenda of the Meeting is as follows:
- Election of the Chairman and Secretary of the annual general meeting of shareholders
Decision adopted was as follows:
Elect Ervin Nurmela as the Chairman of the annual general meeting of the shareholders. Elect Liisa Kirss as the Secretary of the meeting.
100% of the votes were in favor of the decision.
- Approval of the audited annual report of the Company for the financial year of 2015
Decision adopted was as follows:
Approve the audited annual report of the Company for the financial year of 2015.
100% of the votes were in favor of the decision.
- Resolution of covering the loss
Decision adopted was as follows:
Cover the net loss for the financial year which ended 31 December 2015 in the amount of 1 934 thousand Euros with retained earnings of previous periods.
100% of the votes were in favor of the decision.
- Election of the auditor
Decision adopted was as follows:
Elect AS Deloitte Audit Eesti as the auditor of the Company for the financial year of 2016.
To approve the principles for remuneration of the auditor as per the agreement to be signed with the auditor. Approve the fee payable to the auditor for the audit of Company and its subsidiaries for the financial year of 2016 in the amount of 45 700 Euros (net of VAT).
100% of the votes were in favor of the decision.
- Election of members of the Council
Decision adopted was as follows:
To prolong the term of office of members of the Council Pertti Huuskonen, Petri Olkinuora and Emanuele Bozzone for three (3) years until July the 5th 2019.
100% of the votes were in favor of the decision.
- Deciding on amount and procedure of payment of Council Members’ remuneration
Decision adopted was as follows:
Council member is paid twenty five thousand (25 000) Euro per year (gross). Chairman of the Council is paid twenty seven thousand five hundred (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 six hundred (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, travel and accommodation expenses which are incurred in connection to participating in Council- or Committee meetings are compensated Council Members.
100% of the votes were in favor of the decision.
- Deciding on increase of share capital of the Company and precluding shareholders' pre-emptive right of subscription
Decision adopted was as follows:
To increase the share capital of the Company by issuing new shares pursuant to following terms:
- The Company will issue 67 784 shares, with nominal value EUR 0.20 per share. Share capital is increased by 13 556.8 Euros. The new amount of share capital is 10 854 344.4 Euros.
- The pre-emptive right of the existing shareholders of the Company to subscribe for the shares is cancelled in accordance with § 345 (1) of the Commercial Code (äriseadustik);
- Member of the Management Board Paolo Vittorio Michelozzi (born 26.01.1961) has the right to subscribe for the shares;
- The shares will be offered for subscription during following subscription periods and shares will be issued after the end of subscription period:
a) First subscription period 20.06.2016 – 22.06.2016 when 33 892 shares are offered for subscription;
b) Second subscription period 25.11.2016 - 02.12.2016 when 33 892 shares are offered for subscription, increased by the
number of shares not issued after the end of the first subscription period
- Shares may be paid for by set-off of subscribers claim against the Company. Non-monetary contribution shall be valued pursuant to law and articles of association of the Company.
- The non-monetary contribution (subscription price) for each share is EUR 2.37 (of which EUR 0.20 is the nominal value and EUR 2.17 is the share premium).
- Subscriber shall submit the application to the Company for subscribing the shares. Payment for shares together with the application must be received by the Company latest by the last day of each subscription period.
- If all 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 shares that were not subscribed for during the relevant subscription period
100% of the votes were in favor of the decision.
- Amendment of the articles of association of the Company
Decision adopted was as follows:
- Amend the article 5.8 of the articles of association and approve the articles of association as follows:
“The Supervisory board (Council) has the right to increase the share capital of the Company by up to 1 200 000 Euros within 3 years as from adopting this version of the articles of association. Shares issued by the Council may be paid for by monetary contributions and/or by non-monetary contribution, if so resolved by the Council. Non-monetary contribution shall be valued pursuant to law and these articles of association”
- Approve the new version of the articles of association with the referred amendment.
100% of the votes were in favor of the decision.
Minutes of the annual shareholders meeting will be published on AS Pro Kapital Grupp web page www.prokapital.com not later than 21st of June 2016.
Allan Remmelkoor
Member of the Management board
Tel.: +372 6144 920
Email: prokapital@prokapital.ee