AS PRO KAPITAL

TEADE

04.01.99

 

PROPOSALS TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

The 28.12.98 meeting of the Supervisory Board of AS Pro Kapital 

decided to convene the extraordinary general meeting of the 

company’s shareholders on 13.01.98, in order to discuss the 

increase in the company’s share capital and issuance of the 

convertible bonds. The extraordinary general meeting of AS Pro 

Kapital shareholders will take place on January 13, 1999, at 

11:30, in the II floor conference center Forte of hotel Olümpia 

(Liivalaia 33). The registration of the participants will start 

at 11:00 AM.

 

In order to registrate, a shareholder needs to present an 

identification document (a representative also needs to bring a 

proxy); a legal person shareholder needs to present a Business 

Register card (a representative also needs to present an 

identification document and proxy).

 

The agenda of the meeting is the following: 

1. Election of the chairman and recorder of the EGM.

2. Increase of the share capital of AS Pro Kapital.

3. Issuance of AS Pro Kapital convertible bonds.

4. Change in the legal address of AS Pro Kapital.

 

The proposal to increase the share capital of AS Pro Kapital, 

which is to be made by the Supervisory Board to the general 

meeting of shareholders, is brought about by the need to 

include additional financial mediums to the company’s 

activities. In accordance with the Supervisory Board’s 

proposal, the increase in the share capital will be conducted 

via the issuance of new shares. 

 

In accordance with the proposal to be made to the general 

meeting of shareholders, 9 000 000 (nine million) new nominal 

shares will be issued with a par value of 10 (ten) EEK. After 

the share issuance, the new volume of AS Pro Kapital share 

capital will be 225 000 000 (two hundred twenty-five million) 

EEK. 

 

In accordance with the Supervisory Board’s proposal, the 

subscription of the shares to be issued will take place from 

01.02.199 to 31.03.1999, and the current shareholders of AS Pro 

Kapital have a pre-emptive right to subscribe the shares, which 

can be exercised within 30 (thirty) calendar days from the 

beginning date of the share subscription period. The place of 

subscription of the shares to be issued is at the location of  

AS Pro Kapital, Narva road 13, Tallinn. The list of 

shareholders entitled to exercise the pre-emptive right will be 

fixed as of January 28, 1998, 8:00 AM. The holders of the new 

shares have a right for dividends starting from the economic 

year of 1999.

 

The payment for the shares subscribed should be made via the 

bank by April 5, 1998, at 15:00 PM at the latest. In case the 

payment is not returned to the respective bank account by that 

time, the subscriber will lose a right for 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. The 

small shareholders will be privileged, satisfying firstly the 

applications of the subscribers who applied for the purchase of 

less than 100 shares. 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.

 

Pro Kapital intends to make a contract in order to guarantee 

the issuance. The terms of the respective contract will be 

considered confidential until signing.

 

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 Supervisory Board’s proposal to be presented to the 

general meeting of shareholders is the issuance of the 

company’s convertible bonds. In accordance with the proposal, 

AS Pro Kapital will 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 50 (fifty) EEK premium per 

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

is 60 (sixty) EEK. 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. The subscription of the convertible bonds will start on 

01.04.1999, and the bonds will be paid for in full amount on 

subscription.

 

 

Ernesto Preatoni

Chairman of the Supervisory Board

Tel. +372 627 2520