Coop Pank — AGM Information 2026

Mar 11, 2026

NOTICE OF CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE OF CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Management Board of Coop Pank AS (registry code 10237832, address Maakri
30, Tallinn, Estonia, 15014; hereinafter the Company) calls the annual General
Meeting of Company's shareholders on 8 April 2026 at 1:00 pm (Estonian time)
held at Mövenpick Hotel Tallinn (previous L'Embitu hotel) conference room
"Leiger" (Lembitu str 12, Tallinn, Estonia).

According to the resolution of Company's Supervisory Board, dated 11 March
2026, the agenda of Company's annual General Meeting of shareholders with the
proposals of Company's Management Board and Supervisory Board to be adopted are
as follows (whereas the Supervisory Board has proposed to vote for the submitted
draft decisions of each item that requires voting in the agenda):

1. Approval of the consolidated Annual Report 2025 of Coop Pank AS

To approve the Annual Report 2025 of Coop Pank AS, as submitted to the General
Meeting.

1. Profit allocation of Coop Pank AS for the financial year 2025

To approve the proposal for allocating the net profit of Coop Pank AS in the
amount of 28 724 thousand euros, as submitted by the Management Board and
approved by the Supervisory Board as follows:

* To transfer 1 436 thousand euros to the legal reserve.
* To pay dividends in the net amount of 6,5 eurocents per share. The list of
shareholders entitled to receive dividends will be established as at
22.04.2026 COB. Consequently, the day of change of the rights related to the
shares (ex-date) is set to 21.04.2026. For shares acquired from this day
onwards, the shareholder is not entitled to receive a dividend for the
Company's 2025 financial year. Dividends shall be disbursed to the
shareholders on 27.04.2026.
* To transfer the remaining part of the profit to retained earnings.

1. Overview of the Chairman of the Management Board of the business environment
   and of the financial results for the first two months of 2026

Chairman of the Management Board's overview to the shareholders of the business
environment and Company's financial results for the first two months of 2026.

1. Election of the Supervisory Board members

To elect a new composition of the Supervisory Board of Coop Pank AS and to
appoint the following persons as members of the Supervisory Board:

* Rainer Rohtla with authority commencing after the end of the previous term
for a term of 3 (three) years.
* Viljar Arakas with authority from the end of the current term for a term of
3 (three) years.
* Silver Kuus with authority from the end of the current term for a term of 3
(three) years.
* Roman Provotorov with authority from the end of the current term for a term
of 3 (three) years.
* Mari-Liis Rüütsalu with authority as of 12.04.2026 for a term of 3 (three)
years.
* Kadri Aguraiuja with authority as of 12.04.2026 for a term of 3 (three)
years.

1. Remuneration and compensation of Supervisory Board

To determine the remuneration of the members of the Supervisory Board from
12.04.2026 as following: the basic remuneration for the Chairman of the
Supervisory Board as 2 500 euros (gross) per month, and basic remuneration for
the members of the Supervisory Board as 2 000 euros (gross) per month.

1. Amendment of the Articles of Association
   To approve the Articles of Association of Coop Pank AS in the wording
   submitted to the General Meeting.

2. Goal of Gender Balance in the Management Bodies
   The Company sets the goal of achieving the gender balance of the management
   body as referred to in the Securities Market Act at the level of the
   Company's Supervisory Board, so that at least 40 percent of the members of
   the Supervisory Board are of the underrepresented gender. In addition, the
   Company's Supervisory Board and Management Board shall ensure that the
   Company establishes quantitative goals also at the level of the Management
   Board in order to move towards achieving gender balance.

3. Approval of remuneration policy of the Management Board

To approve the remuneration policy of the members of the Management Board of the
Company as submitted to the General Meeting.

1. Approval of the terms and conditions for the buyback of own shares

To allow Coop Pank AS to buy back its shares in accordance with the following
terms and conditions:

9.1 The purpose of the acquisition of own shares is to create value for
shareholders by using the acquired shares to implement the valid option programs
approved by the General Meeting.
9.2 The acquisition of own shares shall be carried out within a period of up to
five (5) years from the adoption of this resolution. The acquisition may take
place in one or more transactions within a period of up to thirteen (13) months
from the adoption of each resolution by the Company's Supervisory Board to
acquire its own shares.
9.3 The Company has the right to acquire a maximum of as many of its shares as
are necessary to fulfill the obligations arising from the option programs
approved by the General Meeting and to be approved in the future. The
acquisition may be carried out in parts according to the volume of the option
program valid for one year, several years or the entire period at the relevant
time. This resolution shall also apply if the shareholders approve changes to
the option programs that affect the volume of options. In any case, the total
nominal value of the Company's own shares shall not exceed 1/10 of the share
capital.
9.4 The amount paid for the Company's own shares shall not be less than 0.00
euros or exceed the closing price of the Nasdaq Tallinn Stock Exchange on the
previous trading day, which shall be determined prior to the day of each
relevant acquisition (or the day of the announcement of the acquisition). The
amount paid for the shares shall not exceed the average market price of the last
thirty (30) trading days by more than fifty percent (50%). Shares may be
acquired on the stock exchange, using block transactions or an auction format.
9.5 The acquisition of the Company's own shares shall not result in a decrease
in net assets below the total amount of the share capital and reserves, the
payment of which to shareholders is not permitted by law or the Articles of
Association.

The General Meeting authorizes the Supervisory Board of the Company to decide on
and carry out the acquisition of its own shares in accordance with this
resolution, applicable legislation and the option programs approved by the
General Meeting. The Supervisory Board has the right to determine the price,
procedure and other conditions for the acquisition of its own shares and to
perform all necessary actions related to the acquisition of its own shares. The
Supervisory Board may delegate the technical and organizational tasks of the
acquisition to the Management Board. The acquisition of its own shares is
subject to the consent of the Financial Supervision Authority.

From the date of adoption of this resolution, the options issued under the
option programs will be exercised either by issuing new shares and increasing
the share capital of the Company and/or by transferring shares acquired within
the framework of the buyback of own shares to the option recipients.

The circle of shareholders entitled to participate in the General Meeting is
determined as of 7 days prior to the General Meeting, i.e. at the end of the
working day of the Nasdaq CSD Estonian settlement system on 1 April 2026.
Registration of participants will start an hour before the beginning of the
meeting, i.e. at 12:00. We ask the shareholders and their representatives to
arrive in good time, taking into account the time required to register the
participants.

For participating in the General Meeting:

1. Individual shareholders should submit an identity document, their
   representatives should also hold a valid written authorisation;
2. legal representatives of corporate shareholders should submit their identity
   document; the authorised representative should also hold a valid written
   authorisation document. In case the corporate shareholder is not registered
   in the Estonian Commercial Register, we ask to provide a valid extract from
   the relevant register where the legal person is registered and from which
   the representative's right to represent the shareholder arises. The extract
   must be in English or translated into Estonian or English by a sworn
   translator or an official equivalent to sworn translator. The documents of a
   foreign shareholder must be legalised or authenticated by apostille, unless
   otherwise provided by an international agreement.

The shareholder may notify the Company of the appointment of a representative
and the revocation of the proxy by sending the documents to Company's e-mail
address [email protected] (mailto:[email protected])  or take the above documents
to the Company's office at Maakri 30, Tallinn, weekdays between 9:00 am - 5:00
pm no later than 6 April 2026 at 5:00 pm (Estonian time). The authorisation
document templates are available on the Company´s website at
https://www.cooppank.ee/en/general-meetings. If so desired, CEO of the Company
Arko Kurtmann may be appointed as a representative to vote at the General
Meeting.

Documents, concerning the General Meeting, draft decisions of the General
Meeting and other documents submitted to the General Meeting pursuant to law
(incl. the notice of calling the General Meeting, draft decisions, Annual Report
2025 of the Company, report of the supervisory board and Remuneration Report
2025), as well as other information subject to disclosure, are available for
examination on the Company´s website https://www.cooppank.ee/en/general-meetings
as well as on prior notice beginning from the notification of the General
Meeting until the day of the General Meeting at Company's headquarters in
Tallinn, Maakri 30 on working days from 9:00 am till 5:00 pm. Please contact us
in advance at [email protected] (mailto:[email protected])  to request access to
the documents.

Shareholders, whose shares represent at least 1/20 of the share capital of the
Company, may demand the inclusion of additional items on the agenda of the
annual General Meeting, if the corresponding request is filed in writing at
least 15 days prior to the General Meeting, i.e. at the latest by 11:59 pm on
24 March 2026, at the e-mail address [email protected] (mailto:[email protected])
or to the Company's location at Maakri 30,Tallinn. A draft decision or rationale
must be submitted at the same time as the proposal to supplement the agenda.

Shareholders, whose shares represent at least 1/20 of the share capital of the
Company, may submit to the Company in writing a draft resolution on each agenda
item, by posting the draft to the e-mail address [email protected]
(mailto:[email protected]) or to the Company's location at Maakri 30, Tallinn.
The draft must be submitted in electronic form or by post so that it would be
delivered to and received by the Company no later than 3 days before the General
Meeting, i.e. by 11:59 pm on 5 April 2026 at the latest.

At the General Meeting, shareholders are entitled to receive information on the
activities of the Company from the management board. Management board may refuse
to provide information if there are reasonable grounds for assuming that it may
cause significant damage to the interests of the Company. In case the management
board refuses to provide information, the shareholder may require the General
Meeting to decide on the lawfulness of the request or to submit within two weeks
an application to the court in petition proceedings, to oblige the management
board to disclose information.

Questions on other organisational issues of the General Meeting are expected on
the phone +372 669 0900 on working days or at e-mail address [email protected]
(mailto:[email protected]).

Sincerely

Arko Kurtmann
Chairman of the Management Board

Coop Pank AS