AS PRO KAPITAL 

ANNOUNCEMENT

15.04.99

 

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

The 14.04.99 annual general meeting of AS Pro Kapital shareholders 

approved the company’s 1998 annual report and Management Board’s 

proposal for profit distribution. A total of 9 848195 votes were 

represented on the AGM, which accounts for 72.95% of total votes 

represented by company’s shares. 

 

AS Pro Kapital earned net profit in 1998 in the amount of 

EEK 9 672 097.

 

The shareholders resolved to distribute profit as follows:

 

1. Provision to AS Pro Kapital reserve capital account in the amount of 

EEK 483 605.

 

2. Not to make supplementary provisions to other reserves.

 

3. Total amount of profit to be distributed between shareholders of AS 

Pro Kapital is EEK 5 400 000, i.e. 0.40 EEK per share.

 

4. Remaining share of profit in the amount of EEK 3 788 492 to transfer 

to the account of retained earnings.

 

5. To fix the list of AS Pro Kapital shareholders for dividend payments 

for 1998 financial year on 28.04.1999 at 08.00 AM.

 

 

Pursuant to section 1 of § 241 of the Commercial Code and article 2.12 

of the Articles of Association of AS Pro Kapital, the AGM of AS Pro 

Kapital resolved to change, specify and approve the terms of issue of 

convertible bonds of AS Pro Kapital, which were approved on the 

13.01.1999 extraordinary general meeting of shareholders, as follows:

 

1.  AS Pro Kapital will issue 4 500 000 convertible bonds, each at par 

value of 10 EEK. The convertible bonds will be issued at premium of 40 

EEK per convertible bond. Thus, the issue price of each convertible 

bond is 50 EEK. The redemption date of the convertible bonds is 

20.01.2010. 

 

The amounts expressed in Estonian kroons upon issue and redemption of 

the convertible bonds, and calculation and payment of interest, are 

pegged to Deutsche Mark. In case the exchange rate of Estonian kroons 

versus Deutsche Mark is other than 8 Estonian kroons per Deutsche Mark, 

the amounts for subscription, and interest and redemption payments will 

be calculated based on the principle that the Deutsche Mark value of 

the amounts to be paid in Estonian kroons after changing of the 

exchange rate, would be equal to these amounts in Deutsche Marks prior 

to changing of the exchange rate. In such event, the amount to be paid 

in Estonian kroons will be divided by eight, and the result will be 

multiplied with the exchange rate of Estonian kroon and Deutsche Mark 

on the date of the respective payment, as provided by the Bank of 

Estonia.

 

2.  The subscription period for convertible bonds will last from 

01.06.99 until 31.12.99. The convertible bonds will be paid for in full 

amount upon subscription. The shareholders of AS Pro Kapital, 

registered in shareholders’ list as of 15.05.99, 8.00 AM, hold pre-

emptive right for subscription for convertible bonds during the period 

of 01.06 to 31.07.99. Five shares in AS Pro Kapital entitle the 

shareholder to subscribe for one convertible bond. In case the number 

of shares held by shareholder do not enable to subscribe for full 

number of convertible bonds, the number of convertible bonds subscribed 

will be rounded to the smallest closest full number. The subscription 

for convertible bonds will take place via the account operators of the 

Estonian Central Depository for Securities.

 

In case the issue of AS Pro Kapital convertible bonds is 

oversubscribed, the shareholders who exercised their pre-emptive right 

are entitled to receive convertible bonds in desired volume. The 

remaining convertible bonds will be distributed between other 

subscribers proportionally with the amounts they subscribed.

 

Pursuant to section 3 of § 347 of the Commercial Code, the Management 

Board of AS Pro Kapital will be authorized to cancel the convertible 

bonds, which have not been subscribed for during the subscription 

period, if the issue of convertible bonds is undersubscribed.

 

3. 	AS Pro Kapital will pay to the annual bondholders annual interest 

of 6% of the issue price for each bond they hold. Interest payments 

will be made to the person who holds the respective convertible bonds 

as of the standings of December 31, 8.00 AM of the year, which is a 

basis for interest calculation. Interest payments will be made to the 

current accounts of the holders of convertible bonds on January 20th of 

the year following the year of interest calculation.

 

In case a person has subscribed the convertible bonds before 

31.12.1999, the 6% annual interest will be calculated to the holder 

convertible bonds as of the moment of subscription and receipt of 

payment to the account of AS Pro Kapital. Thus calculated interest will 

be paid to the subscriber of convertible bonds on 20.01.2000.

 

4. The holders of convertible bonds are entitled to request the 

conversion of convertible bonds held into nominal shares of AS Pro 

Kapital in every year starting from 2002. The holder of convertible 

bonds desiring to convert the convertible bonds into AS Pro Kapital 

shares, will transfer the convertible bond to be converted into AS Pro 

Kapital shares, to the securities account of AS Pro Kapital by January 

10th of the year when the convertible bonds can be converted into 

shares. The Management Board AS Pro Kapital will submit an application 

to register the increase in share capital in the respective amount in 

the Commercial Register, and organize the conversion of the 

aforementioned convertible bonds into AS Pro Kapital shares.

 

The convertible bonds can be converted into AS Pro Kapital shares every 

year, starting from year 2002. The holders of convertible bonds are 

entitled to convert the convertible bonds into AS Pro Kapital shares at 

rate of one convertible bonds for one share. 

 

5. The redemption date of the convertible bonds is 20.01.2010. The 

convertible bonds will be redeemed at issue price. Upon redemption of 

the convertible bonds, the bondholders will also receive interest for 

the last year. The redemption payments will be made to a person holding 

the convertible bonds as of 31.12.2009, at 8.00 AM, and has not 

transferred by 10.01.2010 these convertible bonds to the respective 

securities account of AS Pro Kapital for converting it into AS Pro 

Kapital shares.

 

6.  The Management Board of AS Pro Kapital will be authorized to change 

the procedure of conversion of the convertible bonds into shares, and 

the dates related, announcing it in one of the nationally distributed 

newspapers to the holders of convertible bonds at least one month 

before the respective changes are applied. In any case, the holders of 

convertible bonds must be guaranteed a possibility to convert the 

convertible bonds into AS Pro Kapital shares at least once a year, 

starting from 2002.

 

 

Andrus Laurits

Member of the Management Board, Managing Director

AS Pro Kapital 

Tel. +372 26 14 4920