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Pro Kapital Grupp — AGM Information 2021
Jun 14, 2021
2222_egm_2021-06-14_36d7433a-bb46-4ee9-8dc7-580171b309f9.pdf
AGM Information
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| Company | AS Pro Kapital Grupp |
|---|---|
| Type | Company Release |
| Category | Announcement of General Meeting |
| Disclosure time | 14 Jun 2021 09:00:00 +0300 |
Currency
Title
Notice of Calling the Annual General Meeting of as Pro Kapital Grupp Shareholders
|Dear shareholder of AS Pro Kapital Grupp, | | | | | | | |We announce that the Management Board is calling for the annual general| |meeting of AS Pro Kapital Grupp (registration code 10278802, located at| |Sõjakooli 11 Tallinn Republic of Estonia) (hereinafter the Company)| |shareholders which shall take place on Wednesday, 7(th) of July, 2021 at| |13.00 in the Andante room at Sokos Hotel Viru, Viru väljak 4, 10111 Tallinn| |Republic of Estonia. Registration of shareholders shall take place from 12.45 |
|- 13.00 on the 7(th) of July 2021 at the location of the meeting. | | | | | | |
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|The reason for calling the annual general meeting is to decide on approval of| |the annual report for the financial year of 2020, resolution on covering the| |loss, election and remuneration of the auditor. The proposal to call the| |annual general meeting of shareholders was made by the Management Board of the| |Company. |
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|The agenda of the meeting is as follows: |
| | | 1. Election of the Chairman and Secretary of the annual general meeting of | | shareholders |
| | |The Management Board's proposal: | |Elect Karin Madisson as the Chairman of the annual general meeting of the|
|shareholders. Elect the Secretary of the meeting as per suggestions made at| |the meeting. | | |
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| 1. Approval of the audited annual report of the Company for the financial | | year of 2020 |
|The Company has prepared the annual report for the financial year of 2020. The| |report has been audited and the audited report has been made available to the| |shareholders. It is the competency of the shareholders to approve the annual| |report. |
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|The Council's and Management Board's proposal and draft of the resolution: | |Approve the audited annual report of the Company for the financial year of| |2020. |
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| 1. Resolution of covering the loss |
|The Company's net loss for the financial year which ended 31 December 2020 was| |in the amount of 55,677,271 Euros. In addition, the Company had to correct the| |results of its 2019 financial year, due to which the net loss for 2019 | |increased by 2,096,645 Euros, amounting to 29,078,337 Euros. As per the| |commercial code it is the shareholders' competency to decide on how to cover| |the loss. |
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|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 2019 in the| |amount of | |2,096,645 Euros with retained earnings of previous periods | |Cover the net loss for the financial year which ended 31 December 2020 in the| |amount of | |55,677,271 Euros with retained earnings of previous periods in the amount of| |47,646,533 Euros, from the revaluation reserve in the amount of 2,983,778 | |Euros, from the statutory reserve in the amount of 1,133,759 Euros, and from| |share premium in the amount of 3,913,201 Euros. | |The sums retained in the reserves after such deductions will be 0 Euros and| |the amount of the share premium retained shall be 1,747,955 Euros. |
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| 1. Election of the auditor |
|In financial year of 2020 AS Deloitte Audit Eesti has provided audit services| |to the Company in relation to the audit of the annual report. The auditor has| |confirmed as required by the corporate governance recommendations that it has| |no work, economic or other relations that would threaten its independence| |while rendering auditing service. In 2021, the Management Board of the| |Company made a new tender. The recommendation of the audit committee and the| |Council in 2021 is to elect Ernst & Young Baltic AS, as their price offer and| |quality of work is considered to be in the best proportion. |
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|The Council's and Management Board's proposal and draft of the resolution: | |Elect Ernst & Young as the auditor of the Company for the financial year of| |2021. |
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|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 Company and its subsidiaries for the financial year of 2021 in the| |amount of 62 900 Euros (net of VAT). |
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|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 as at 7 days before holding 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, which precedes the general meeting, i.e. on 30th | |of June, 2021 at end of the working day. |
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|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, within two weeks after the general meeting,| |a petition to a court by way of proceedings on petition in order to obligate| |the management board to give information. |
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| | |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 23(rd) of June,| |2021 at the latest. They may also submit a draft resolution for each item on| |the agenda at least 3 days before the meeting, i.e. on 4(th )of July, 2021 at| |the latest. Please submit the draft resolution in writing to AS Pro Kapital| |Grupp, Sõjakooli 11, Tallinn, 11316. |
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|At the meeting, items previously not on the agenda may be taken onto 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).| |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 without such matters having to be included| |on the agenda beforehand, and to discuss other matters without making| |resolutions. |
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| | |The shareholder can until 6(th) of July, 2021 at 16:00 inform the Company of| |appointing a representative or of renouncing the power of attorney of the| |representative, by sending the digitally signed notice to| |[email protected] (mailto:[email protected]) or by sending the| |written notice to the office of the Company at Sõjakooli 11 Tallinn. |
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|The shareholders of the Company can acquaint themselves with the drafts of the| |resolutions and proposals, the audited annual report of 2020 financial year,| |the auditor opinion, on the webpage of the Company www.prokapital.com| |(http://www.prokapital.com) under the sub-section Company, Investor,| |Shareholders or upon prior request at the location of the Company at Sõjakooli| |11 Tallinn at an agreed time during the business days from 09:00 until 17:00. | |If you have any questions in regards to the annual general meeting of| |shareholders, please contact us by phone + 372 6 144 920 or by email at| |[email protected] (mailto:[email protected]). Questions and| |answers related to the agenda of the shareholders meeting shall be published| |on the website of the Company www.prokapital.com (http://www.prokapital.com)| |under the section Company, Investor. |
|Documents needed to participate at the meeting | |Natural person shareholders are kindly asked to bring along a valid| |identification document, representatives are kindly asked to bring along a|
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|valid identification document and a valid written power-of-attorney. In the| |case of shareholders who are legal entities we request you to bring an extract| |from the relevant register, where that legal person has been registered and a| |valid identification document of the representative. For persons representing| |a legal entity under power of attorney we kindly ask to bring in addition of| |the referred documents also a valid written power of attorney. Each document| |issued by a foreign country's official must be either legalized or| |authenticated with a document certificate apostille and translated into| |English. |
|Proxy voting | |It is possible to vote by proxy by submitting the relevant form to the Company| |before the meeting. The form with instructions is available on the webpage of| |the Company www.prokapital.com (http://www.prokapital.com) under the sub-| |section Company, Investor, Shareholders. |
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| Best regards, Management Board of AS Pro Kapital Grupp | +------------------------------------------------------------------------------+