Notice of Calling the Annual General Meeting of AS Pro Kapital Grupp Shareholders - Seite 2

             to decide to cover the loss.

 

The Council’s and Management Board’s proposal and draft of the resolution:
Cover the net loss for the financial year which ended 31 December 2023 in the amount of                    900 000 Euros with retained earnings of previous periods.
Administrative issues:
According to the Commercial Code § 297 section 5 the set of shareholders entitled to take part in the annual general meeting of shareholders shall be determined 7 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 a public limited company are entered, i.e. at the close of business on 21^st of May, 2024.

 

A shareholder has the right to receive information on the activities of the public limited company from the management board at the 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 decide on the legality of the shareholder's request, or to file a petition to a court in order to obligate the management board to give information within two weeks after the general meeting.

 

Shareholders whose shares represent at least 1/20 of the share capital may request adding items to the agenda of the general meeting, if the respective request has been made 15 days before the meeting, i.e. on 13^th of May, 2024 at the latest. Any draft resolutions for each item on the agenda must be submitted in writing at the address of the Company (see above) at least 3 days before the meeting, i.e. on 25^th of May, 2024 at the latest.

 

Items previously not on the agenda may be added to the agenda, if at least 9/10 of participating shareholders approve and their shares represent at least 2/3 of the share capital (proxy votes will be discounted). Regardless of prior requests or the lack thereof, a general meeting may decide on calling the next meeting and settle submissions concerning administrative issues related to the agenda or to the procedure for holding the meeting (such matters do not have to be included on the agenda beforehand), and may discuss other matters without making resolutions.