Pro Kapital Grupp — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

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

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

We announce that the Management Board convenes the annual general meeting of the
shareholders of AS Pro Kapital Grupp (registration code 10278802, hereinafter
the Company), which shall take place on Tuesday, 26(th) of May, 2026 at 12.15PM
(09.15 UTC) at Swissôtel Tallinn hotel, in the Tornimäe 1 room, 6th floor
(Tornimäe Street 3, Tallinn). Registration of shareholders shall take place from
12.00 - 12.15PM on the 26(th) of May, 2026 at the location of the meeting.

The reason for convening the annual general meeting is to approve the annual
report for the financial year of 2025, decide on the distribution of profit,
extend the terms of office of the members of the Council, and decide on the
Remuneration policy for the executive management of Company. The proposal to
call the annual general meeting of shareholders was made by the Management Board
of the Company.

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 Ilona Nurmela as the Chairman of the annual general meeting of the
shareholders. Elect the Secretary of the annual general meeting as per
suggestions made at the meeting.

1. Approval of the audited annual report of the Company for the financial year
   of 2025

The Company has prepared the annual report for the financial year of 2025. The
report has been audited and this audited report has been made available to the
shareholders. It is the competency of the shareholders to approve the annual
report.

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 2025.

1. Resolution of distribution of the profit

The Company's net profit for the financial year which ended 31(s)(t) December,
2025 was in the amount of 12 041 088 Euros. As per the commercial code it is the
shareholders' competency to decide on how to distribute profit.

The Council's and Management Board's proposal and draft of the resolution:
To distribute the net profit for the financial year which ended 31(st) December,
2025 in the amount of 12 041 088 Euros into retained earnings of previous
periods.

1. Extending the term of office of the Supervisory Council members

All three Supervisory Council members have been elected until 5(th) of July,
2026. The members of the Company's Supervisory Council have consented to stand
for re-election.

The Council's and Management Board's proposal and draft of the resolution:  To
extend the term of office of the Council members Patrick Werner, Oscar Crameri
and Giovanni Bozzetti for a period of 3 (three) years from the expiry of their
current term of office, i.e. from 6th of July 2026 until 5th of July 2029
(inclusive).

CVs of the Council Members can be accessed on homepage www.prokapital.com
(http://www.prokapital.com) sub-section "the Shareholder".

1. Remuneration policy for the executive management of Company

The remuneration policy for the executive management of Company has been
prepared in accordance with the Estonian Securities Market Act, in addition, the
recommendations of the Corporate Governance Recommendations have been
considered.  The remuneration policy will be published on the Company's website
and is also described in the section of the Company's annual report entitled
"Corporate governance report. Management remuneration report".

The Council and Management Board's proposal and draft of the resolution:
To approve the remuneration policy for the executive management of Company.

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 19(th) of May, 2026.

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 to oblige the management board to give
information within two (2) 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 the 11th of May,
2026, 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 the 23rd  of May, 2026, 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 not be counted). 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.

The shareholder can, until 25(th) of May, 2026 at 16:00 (EET, ie 13:00 UTC),
inform the Company of appointing a representative or of renouncing the power of
attorney previously given to a representative, by sending a relevant digitally
signed notice to [email protected] (mailto:[email protected]), or
by sending a relevant written notice to the office of the Company at Sõjakooli
11, Tallinn.

The shareholders of the Company can acquaint themselves with the drafts of the
resolutions and proposals, the audited annual report for the 2025 financial
year, the auditor's opinion, CV´s of the Supervisory Council members, the
remuneration policy for the executive management of Company 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 business days and
hours (from 09:00 until 17:00). If you have any questions in regard 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,
Investors, Shareholders".

Documents needed to participate at the meeting:
Shareholder who are natural persons are kindly asked to bring along a valid
identification document. Shareholders who are legal entities, are requested to
bring an extract from the relevant register, where that legal person has been
registered, and a valid identification document of the representative. In
addition to the above, representatives are kindly asked to bring along a valid
written power-of-attorney. Documents issued by a foreign country's official must
be either legalized or authenticated with a document certificate apostille and
translated into English.

Proxy voting prior to the meeting:
It is possible to vote by proxy in advance of the meeting 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".

Best regards, Management Board of AS Pro Kapital Grupp