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 Tuesday, 19th of June, 2023 at 12.30 in the
Atlantic City room at Hilton Tallinn Park, R. Kreutzwaldi 23, 10147
Tallinn Republic of Estonia. Registration of shareholders
shall take place from 12.15 - 12.30 on the 19th of June 2023 at the
location of the meeting.
The reason for calling the annual general
meeting is to decide on approval of the annual report for the
financial year of 2022, distribution of the profit, election of the
auditor, prolongation of term of Supervisory Council member and
election of new Council members. 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:
- Election of the Chairman and Secretary of the
annual general meeting of shareholders
The Management Board’s proposal: Elect the
Chairman and the Secretary of the annual general meeting of the
shareholders as per suggestions made at the meeting.
- Approval of the audited annual report of the
Company for the financial year of 2022
The Company has prepared the annual report for
the financial year of 2022. 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.
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 2022.
- Resolution of distribution of
the profit
The Company’s net profit for the financial year
which ended 31 December 2022 was in the amount of
13 451 868 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 December 2022 in the amount of
13 451 868 Euros into retained earnings of previous
periods.
- Election of the auditor
In financial year of 2022
Ernst & Young Baltic AS 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 2023, the Board has taken quotations from
various audit firms for the audit of the financial year 2023-2024.
The Audit Committee and the Supervisory Council recommend to
continue the cooperation with Ernst & Young Baltic AS, as
their quotation and quality of service is the best.
The Council’s and Management Board’s
proposal and draft of the resolution: Elect
Ernst & Young Baltic AS as the auditor of the Company
for the financial year of 2023-2024 and leave the decision on the
amount of the auditor's remuneration to the Company Management
Board.
- Extending the term of office and election of the
Supervisory Council members
All three Supervisory Council members have been
elected until 05.07.2023. The Chairman of the Company’s Supervisory
Council, Mr Bozzone, and the member of the Company’s Supervisory
Council, Mr Olkinuora do not consented to stand for re-election.
The member of the Company’s Supervisory Council, Mr Crameri has
consented to stand for re-election.
The Management Board of the Company is proposing
to prolong the term of one existing member and to elect a new
Supervisory Council members as follows:
The Council’s and Management Board’s proposals
and draft resolutions: 5.1. Prolong the term of office of
Oscar Crameri as a member of the Supervisory Council of the Company
until 05.07.2026.5.2. Elect Patrick Werner as a member of the
Supervisory Council from 06.07.2023 until 05.07.2026.5.3. Elect
Giovanni Bozzetti as a member of the Supervisory Council from
06.07.2023 until 05.07.2026.
CV data of the Council Members can be found in
the files attached to the notice and on homepage www.prokapital.com
sub-section “the Shareholder”.
Principles and sums of remuneration of members
of Supervisory Council remains as decided at 20.06.2016 General
Meeting of shareholders.
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 12th of June, 2023 at end of the working day.
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.
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 4th of June, 2023 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 16th of June, 2023 at
the latest. Please submit the draft resolution in writing to AS Pro
Kapital Grupp, Sõjakooli 11, Tallinn, 11316.
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.
The shareholder can until 16th of June, 2023 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 prokapital@prokapital.ee or by
sending the 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 of 2022 financial year, the auditor opinion,
CV´s of new Supervisory Council members on the webpage of the
Company 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
prokapital@prokapital.ee. Questions and answers related to the
agenda of the shareholders meeting shall be published on the
website of the Company www.prokapital.com under the section
Company, Investor.
Documents needed to participate at the
meetingNatural person shareholders are kindly asked to bring along
a valid identification document, representatives are kindly asked
to bring along a 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 votingIt 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 under the sub-section Company, Investor,
Shareholders.
Best regards,
Management Board of AS Pro Kapital Grupp
- Patrick Werner-CV-ENG
- Giovanni Bozzetti-CV-ENG
Pro Kapital Grupp As (LSE:0QCX)
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