Resolutions of the special general meeting of shareholders of Coop Pank aktsiaselts
The special general meeting of shareholders of Coop Pank aktsiaselts (registry code 10237832, address Narva mnt 4, Tallinn, 15014; hereinafter the Company) was held on 8 November 2019 at 11:00 (Estonian time) at Company’s address Narva mnt 4, Tallinn, Estonia.
61,102,948 votes were represented at the meeting, representing 98.2% of Company's share capital, and thus the general meeting had a quorum.
The agenda and resolutions of the general meeting were following:
1. Amendment of articles of association
The general meeting decided to amend the articles of association of the Company and to approve the new wording of the articles of association as submitted to the general meeting.
The resolution was adopted by 61,102,948 votes, representing 98.2% of the votes represented by all shares.
2. Conditional increase of Company’s share capital and arrangement of public offering, admission to trading and listing of shares
2.1. In connection with the intended public offering of Company's shares and application for listing and admission to trading of the Company's shares in the Baltic Main List of Nasdaq Tallinn Stock Exchange, to conditionally increase Company’s share capital in accordance with Article 3512 of the Commercial Code, under the following conditions:
2.1.1. To conditionally increase Company’s share capital by 21,929,315.04 EUR, i.e. from 42,400,000.34 EUR to 64,329,315.38 EUR. The new conditional amount of Company’s share capital will be 64,329,315.38 EUR.
2.1.2.The purpose of the conditional increase of Company’s share capital is to arrange public offering and listing and admission to trading of all Company’ shares in the Baltic Main List of Nasdaq Tallinn Stock Exchange (hereinafter the Exchange).
2.1.3. In accordance with Article 3512 (2) and (4) of the Commercial Code, Company’s Management Board has the right to issue up to 32,180,155 new ordinary shares without nominal value, with a book value of 0.6814546 EUR. The final number and distribution of the shares to be issued shall be determined by the Management Board and the Supervisory Board of the Company, taking into account the results of the public offering of shares and information provided in the prospectus of the public offering, listing and admission to trading (hereinafter the Prospectus).
2.1.4.Pursuant to Article 345 of the Commercial Code, to exclude the pre-emptive right of existing shareholders to subscribe for new shares. Eligible for subscribing the shares of the Company, issued in the course of conditional increase of Company's share capital, are the retail investors in the Republic of Estonia (including the existing shareholders of the Company), the Republic of Latvia and the Republic of Lithuania, to whom the shares of the Company shall be offered as part of the public offering; as well as selected institutional investors from the jurisdictions of the European Economic Area, to whom the shares of the Company shall be offered in the course of private placement pursuant to the provisions of the Prospectus.
2.1.5. The shares shall be issued with a share premium, the premium ranges between 0.4685454 EUR to 0.7685454 EUR per share. The final range of issue price of the shares (incl. the final amount of share premium applicable to the issue of shares) for the Prospectus of public offering shall be determined by the Supervisory Board after completion of the process of identifying the demand of the offering, directed at institutional investors. The amount of the premium shall in no case be less than the abovementioned minimum limit of share premium, but may, depending on demand and other circumstances, be set at a higher value. The final issue price of the shares shall be disclosed not later than within 3 working days after the closing of the public offer via the information system of the Exchange.
2.1.6. New shares shall be paid for with monetary contributions. The subscription of new shares (incl. the subscription period of the shares) and their payment shall be made in accordance with the procedure specified in the Prospectus to be published before the public offering of the shares. Depending on the progress of the public offering, the Management Board has the right to change the term of exercise of the subscription right (incl. extension).
2.1.7. The new shares to be issued in the process of intended public offering shall grant the new shareholders the dividend rights beginning from the dividends paid for the financial year commencing on 01.01.2019.
2.2. To arrange the public offering of shares in accordance with the Prospectus to be registered and to list all shares of the Company in the Baltic Main List of Nasdaq Tallinn Stock Exchange.
The resolution was adopted by 61,102,948 votes, representing 98.2% of the votes represented by all shares.
3. Approval of Company’s dividend policy
The general meeting decided to approve the dividend policy of the Company.
The resolution was adopted by 61,102,948 votes, representing 98.2% of the votes represented by all shares.
4. Approval of Company’s share option programme
The general meeting decided to approve the share option programme of the Company.
The resolution was adopted by 61,081,628 votes, representing 98.17% of the votes represented by all shares.
The minutes of the general meeting shall be made available to the shareholders not later than within 7 (seven) days from the date of the general meeting at Company’s registered office, Narva mnt 4, Tallinn, Estonia, and shall be available on working days from 9:00 to 17:00.
Coop Pank, based on Estonian capital, is one of the five universal banks operating in Estonia. It has 15 branch offices and 28 banking points all over the country. The number of clients using Coop Pank for their daily banking has reached 58,300. Coop Pank aims to put the synergy generated by the interaction of retail business and banking to good use and to bring everyday banking services closer to people’s homes. The strategic shareholder of the bank is the domestic retail chain Coop Eesti comprising 330 stores.
Kerli Lõhmus
CFO
Tel: +372 56 800 425
e-mail: kerli.lohmus@cooppank.ee
www.cooppank.ee
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