Notice of Calling the Extraordinary General Meeting of AS Pro Kapital Grupp Shareholders
The Management Board of AS Pro Kapital Grupp (registration code 10278802, hereinafter the Company) convenes the extraordinary general meeting of the shareholders, which shall take place on Thursday, 26th of November 2026, starting at 13:00 (11:00 UTC), at the location of the Company, Sõjakooli 11, Tallinn. Registration of the participants of the meeting shall begin on the 26th of November 2026 at 12:45 and end at 13:00 at the location of the meeting.
The reason for convening the extraordinary general meeting is the recalling of one Supervisory Council member of the Company and election of one new Supervisory Council member. The agenda of the extraordinary general meeting is as follows:
- Election of the Chairman and Secretary of the extraordinary general meeting
To elect Andrus Laurits as the Chairman of the extraordinary general meeting. To elect the Secretary as per suggestions made at the extraordinary general meeting.
- Recalling of a Supervisory Council member and election of a new member
The members of the Supervisory Council have been elected until 5th of July 2029 (inclusive). Supervisory Council member Patrick Jacques Bernard Werner has tendered his resignation. The Management Board of the Company is proposing to the general meeting of shareholders to recall one Supervisory Council member and in his stead elect a new Supervisory Council member.
The Council’s and Management Board’s proposal and draft of the resolution:
- To recall Patrick Jacques Bernard Werner from the Supervisory Council of the Company, effective from the adoption of this resolution.
- To elect Paolo Ortolani (born 23 August 1993) as a new member of the Supervisory Council of the Company, whose powers shall commence upon the adoption of this resolution and last until 5th of July 2029 (inclusive).
The CV of the member of the Supervisory Council of the Company can be accessed on the homepage of the Company www.prokapital.com sub-section “Investor”.
Administrative issues:
According to the Commercial Code § 297 section 5, the set of shareholders entitled to take part in the extraordinary general meeting shall be determined seven calendar days prior to the general meeting as at the end of the working day of the settlement system of the registrar of the Estonian register of securities or another depository where the shares of the public limited company are entered, i.e. as at 19 November 2026, at the end of the working day.
A shareholder has the right to receive information on the activities of the public limited company from the management board at the extraordinary general meeting. The management board may refuse to give information if there is a basis to presume that this may cause significant damage to the interests of the public limited company. If the management board refuses to give information, the shareholder may demand that the general meeting of shareholders decide on the legality of the shareholder’s request, or file a petition to a court in proceedings on petition, within two (2) weeks after the general meeting, to oblige the management board to give information.
Without prior inclusion on the agenda, the extraordinary general meeting may decide on calling the next meeting, settle administrative issues related to the agenda and submissions concerning the procedure for holding the meeting, and discuss other matters without making resolutions.
Shareholders whose shares represent at least 1/20 of the share capital may submit to the public limited company a draft resolution for each item on the agenda at least 3 days before the extraordinary general meeting, i.e. on 23 November 2026 at the latest. The respective draft must be submitted in writing at the address of the Company: Sõjakooli 11, Tallinn, 11316.
Before the extraordinary general meeting, the shareholder can inform the Company of appointing a representative or of renouncing the power of attorney given to a representative, by sending a relevant digitally signed notice to the e-mail address prokapital@prokapital.com or by delivering a relevant notice in a format which can be reproduced in writing to the office of the Company at Sõjakooli 11, Tallinn, by 25th of November 2026 at 16:00 at the latest.
The shareholders of the Company can acquaint themselves with the proposals and drafts of the resolutions of the extraordinary general meeting and the CV of the Supervisory Council member on the webpage of the Company www.prokapital.com under the sub-section Company, Investor, Shareholder or, upon prior notice, at an agreed time on business days between 09:00 and 17:00 at the office of the Company at Sõjakooli 11, Tallinn. If you have any questions regarding the meeting, please contact us by phone +372 6 144 920 or by e-mail at prokapital@prokapital.com. Questions and answers related to the agenda of the shareholders’ meeting shall be published on the webpage of the Company www.prokapital.com under the sub-section Company, Investor, Shareholder.
Documents needed to participate in the meeting:
Shareholders who are natural persons are kindly asked to present a valid identification document. Shareholders who are legal entities are kindly asked to present a valid extract from the registry card (or another similar document) from the relevant register where that legal person has been registered, and a valid identification document of the representative. In addition to the documents mentioned above, representatives of shareholders who are natural persons as well as of shareholders who are legal entities must present a written power of attorney issued by the represented person. Documents issued by a foreign country’s official must be either legalized or authenticated with a document certificate apostille and translated into English.
Voting prior to the meeting (by form):
It is possible to vote on the items of the agenda in advance. The form with instructions is available on the webpage of the Company www.prokapital.com under the sub-section Company, Investor, Shareholder.
Best regards,
Management Board of AS Pro Kapital Grupp
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