AS PRO KAPITAL

ANNOUNCEMENT

13.01.99

 

DECISIONS OF THE GENERAL MEETING OF 

SHAREHOLDERS

 

On January 13, 1999, the extraordinary general meeting of AS Pro 

Kapital shareholders took place in Tallinn, in order make 

decisions about the increase in the company’s share capital and 

issuance of the convertible bonds. 75.6% of the votes represented 

by shares were represented on the general meeting.

 

With a unanimous decision of the shareholders, the share capital 

of Pro Kapital will be increased by 90 000 000 EEK via the 

issuance of 9 000 000 with a par value of EEK 10.-. The 

subscription of the shares to be issued will take place from 

01.02.1999 to 31.03.1999.

 

The shareholders of AS Pro Kapital have a pre-emptive right to 

subscribe the new shares, which can be exercised within 30 

(thirty) calendar days from the beginning date of the share 

subscription period. The list of shareholders entitled to 

exercise the pre-emptive right will be fixed as of January 28, 

1999, 8:00 AM.

 

The shares will be paid for at a 20 EEK premium. The payment for 

the shares should be made by April 5, 1999 at the latest, to the 

bank account of opened by AS Pro Kapital especially for that 

purpose, which is given on subscription of the shares. 

 

The general meeting of shareholders authorized the Management 

Board to organize the subscription of the shares. In case more 

than 9 000 000 shares will be subscribed on the given terms and 

time, the Management Board of AS Pro Kapital will decide the 

division of shares between the subscribers. On oversubscription 

of the issuance, the additional shares will not be issued.

 

In case not all 9 000 000 shares will be subscribed on the given 

terms and time, the Management Board of AS Pro Kapital will 

decide about the rights and procedures of the unsubscribed 

shares. 

 

In case the number of shares possessed by the shareholders does 

not give a right to subscribe a full number of shares, the 

shareholder can subscribe for a number of shares, which is 

calculated by increasing the shares subscribed with the pre-

emptive right (based on the number of shares in his/her 

ownership) to the closest full number.

 

The second decision of the general meeting concerned the issuance 

of the company’s convertible bonds. With 99.8% majority, the 

general meeting decided to issue 4 500 000 (four million five 

hundred thousand) convertible bonds at a par value of 10 (ten) 

EEK.

 

The convertible bonds will be issued at 40 (forty) EEK premium 

per convertible bond. Thus, the issue price of a convertible bond 

is 50 (fifty) EEK. The issue price of a convertible bond is bound 

to DEM, or DEM 6.25 (six point twenty-five) per convertible bond.

 

AS Pro Kapital will pay an  annual interest of 5% of the issue 

price of a convertible bond to the holders of the respective 

bonds. Interest will be paid within 1 (one) month after passing 

of another year from the acquisition of the convertible bond.	

 

The holders of the convertible bonds have a right to request the 

conversion of the bonds to AS Pro Kapital nominal shares within 

three years after the issuance of the bonds, or starting from 

July 15, 2002. The holders of the convertible bonds have a right 

to convert them at a ratio of 1 (one) share per convertible bond.

 

The subscription of the convertible bonds will last from 

01.04.1999 to 15.07.1999, and the bonds will be paid for in full 

amount on subscription.

 

The right to organize the issuance of the new convertible bonds 

was given by the general meeting to the Management Board of AS 

Pro Kapital. AS Pro Kapital Management Board was also authorized 

to change the time of the conversion of bonds to shares.

 

The extraordinary general meeting of Pro Kapital shareholders 

also decided to change the registration address of the company, 

replacing the previous address at Tallinn, Vene street 9 with a 

new address Tallinn, Narva road 13. 

 

 

Andrus Laurits

AS Pro Kapital 

Member of the Management Board, Head Manager

Tel. +372 627 2520