Decisions of the Extraordinary Shareholders Meeting of AS Pro Kapital Grupp

2/6/2013 5:01 AM EST

Pro Kapital Grupp
Minutes of extraordinary general meeting

Decisions of the Extraordinary Shareholders Meeting of AS Pro Kapital Grupp

Tallinn, 2013-02-06 11:01 CET (GLOBE NEWSWIRE) -- The extraordinary
shareholders meeting of AS Pro Kapital Grupp (hereinafter referred to as the
Company) took place on Wednesday, 06th of February 2013 starting at 11.00 at
the office of the Company located at Põhja pst 21 Tallinn. As per the
registration list of the meeting 14 shareholders were present at the meeting,
who represented in total 36 674 543 votes, which form 68,96 % of all votes
attached to the shares. 

The agenda and decisions adopted at the extraordinary shareholders meeting were
as follows: 

1.    Election of the Chairman and Secretary of the extraordinary shareholders
meeting 

       Decision adopted was as follows:

Ervin Nurmela was elected as the Chairman and Liisa Kirss was elected as the
Secretary of the extraordinary shareholders meeting. 

       100% of the votes were in favor of the decision.

2.    Amendment of the articles of association of the Company

       Decision adopted was as follows:

        Amend the article 5.8 of the articles of association and approve the
articles of association as follows: 

        “The Supervisory board (Council) has the right to increase the share
capital of the Company by up to 5 318 542,20 euros within 3 years as from
adopting this version of the articles of association. Shares issued by the
Council may be paid for by monetary contributions and/or by non-monetary
contribution, if so resolved by the Council. Non-monetary contribution shall be
valued pursuant to law and these articles of association” 

        99,9997% of the votes were in favor of the decision. 100 votes which
represent 0,0003% of the votes stayed neutral. 

3.     Amending the terms of the convertible bonds

        Decision adopted was as follows:

        Amend the 13.04.2009 decision of the extraordinary shareholders meeting
as follows: 

        Amend the terms and conditions of the convertible bonds, which were
approved by the 13.04.2009 extraordinary shareholders meeting by amending the
article 4.3. of the terms and conditions of the convertible bonds as follows: 

4.3.    A Bond shall expire on a maturity date (hereinafter the “Maturity
Date”), which shall be: 
4.3.1.    one of the following dates:
4.3.1.1.    the day which shall occur 4 (four) years as of the registering such
Bond in the Register, shall be the Maturity Date for all bonds whose bondholder
(the person owning the bond at 10.00 on the Maturity Date) has not given the
Company its acceptance to prolong the Maturity Date as per the article 4.3.1.2. 
4.3.1.2.    The Company may make a proposal, for the bondholder who has not
exchanged its bond to the company share, to extend the Maturity Date of the
bond by up to 2 (two) years as of the Maturity Date calculated under article
4.3.1.1. The Maturity Date of the bond, whose bondholder has submitted to the
Company its written acceptance to prolong the maturity of the bond, shall be
the new Maturity Date stated by the Company in the notice sent to the
bondholder. 
4.3.2.          the Exchange Date referred to in Clause 7 hereof, if the Bond
is exchanged to a share of the Company. 

       99,9997% of the votes were in favor of the decision. 100 votes which
represent 0,0003% of the votes  stayed neutral. 

Minutes of the extraordinary shareholders meeting will be published on AS Pro
Kapital Grupp web page http://www.prokapital.com not later than 13 February,
2013. 



         Iveta Vanaga
         Head of Investor Relations
         Phone: +37129239064
         E-mail: