Pro Kapital Grupp
Minutes of annual general meeting

Decisions of the Annual General Meeting of AS Pro Kapital Grupp shareholders

The annual shareholders meeting (hereinafter referred to as the Meeting) of AS Pro Kapital Grupp (hereinafter referred to as the Company) took place on Wednesday, 23^rd of May, 2019 starting at 13.00 at the office of the Company located at Sõjakooli 11 Tallinn. As per the registration list of the meeting 6 shareholders were present at the meeting, who represented in total 32 288 971 votes, which form 56,96% of all votes attached to the shares.

The agenda and decisions adopted at the Meeting were as follows:

1.                Election of the Chairman and Secretary of the annual general meeting of shareholders

Decision adopted was as follows:

Elect Ilona Nurmela as the Chairman of the annual general meeting of the shareholders. Elect Liisa Kirss as the Secretary of the meeting. 

99,99% of the votes were in favour of the decision.

2.                Approval of the audited annual report of the Company for the financial year of 2018

Decision adopted was as follows:

Approve the annual report of the Company for the financial year 2018.

99,99% of the votes were in favour of the decision.

3.                Resolution on allocation of profit

Decisions were adopted as follows:

1. To transfer 51,627.58 euros of the profit to the statutory reserve;
2. To transfer 18,005,279.42 euros of the profit to the retained earnings of previous periods

99,99% of the votes were in favour of the decisions.

4.                Extending the term of office, recalling and election of the Supervisory Council members

Decisions were adopted as follows:

1. To prolong the term in office of Council member Emanuele Bozzone until 05.07.2020;
2. To prolong the term in office of Council member Petri Olkinuora until 05.07.2020;
3. To recall Pertti Pellervo Huuskonen from the Supervisory Council of the Company from 23.05.2019;
4. To elect Ernesto Achille Preatoni to the Supervisory Council of the Company for the term of one year until 22.05.2020.

99,99% of the votes were in favour of the decisions.

5.                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 2019.

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 the Company and its subsidiaries for the financial year of 2018 in amount of 53 800 Euros (net of VAT).

99,99% of the votes were in favour of the decision.

6.                Amendment of the Articles of Association of the Company

Decision adopted was as follows:

To re-approve the wording of article 5.8 of 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

and to approve the new version of the articles of association with the referred amendment.

99,99% of the votes were in favour of the decision.

7.                Precluding shareholders' pre-emptive purchase right

Decisions were adopted as follows:

1. To preclude the pre-emptive purchase right of shareholders in case the Council should exercise its right under clause 5.8. of the Articles of Association of the Company and decide to increase the Company’s share capital by way of issuing new shares of the Company, in the part that the new shares are used to pay the bonus fees to Members of the Management Board of the Company, provided the issue price (nominal value + premium) is at least the average share price of the Company for the 3 months preceding the decision;
2. To allow to set off claims by Members of the Management Board for bonuses against their payment for subscribed new shares issued as described above and such claims to be valued as non-monetary contribution.

99,99% of the votes were in favour of the decisions.

Minutes of the annual shareholders meeting will be published on AS Pro Kapital Grupp web page www.prokapital.com not later than 27^th of May, 2019.

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