Notice of Calling the Annual General Meeting of AS Pro Kapital Grupp Shareholders
29 Aprile 2024 - 9:00AM
UK Regulatory
Notice of Calling the Annual General Meeting of AS Pro Kapital
Grupp Shareholders
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 the shareholder of AS Pro Kapital Grupp
(registration code 10278802, located at Sõjakooli 11, Tallinn,
Republic of Estonia; hereinafter the Company), which shall take
place on Tuesday, 28th of May, 2024 at 11.00 at the
premises of the Company at Sõjakooli 11 in
Tallinn. Registration of shareholders shall take
place from 10.45 - 11.00 on the 28th of May 2024 at the
location of the meeting.
The reason for calling the annual general meeting is to decide on
the approval of the annual report for the financial year of 2023
and deciding on covering the net loss. 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 Ilona Nurmela as the Chairman of the annual general meeting
of the shareholder. Elect the Secretary of the annual general
meeting as per suggestions made at the meeting.
- Approval of the audited
annual report of the Company for the financial year of
2023
The Company has prepared the annual report for the financial year
of 2023. 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 2023.
- Resolution of
covering the loss
The Company’s net loss for the financial year which ended on 31
December 2023 was in the
amount of 900 000 Euros. As per the commercial code it is the
shareholders’
competency
to decide to cover the loss.
The Council’s and Management Board’s proposal and draft of the
resolution:
Cover the net loss for the financial year which ended 31 December
2023 in the amount of
900 000 Euros with retained earnings of previous periods.
Administrative issues:
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 7 calendar days prior to 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, i.e. at the close of business on 21st of May,
2024.
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 a petition to a
court in order to obligate the management board to give information
within two weeks after the general meeting.
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 13th of May, 2024 at the latest. Any
draft resolutions for each item on the agenda must be submitted in
writing at the address of the Company (see above) at least 3 days
before the meeting, i.e. on 25th of May, 2024 at the
latest.
Items previously not on the agenda may be added to 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). Regardless of prior requests or the lack
thereof, 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 (such
matters do not have to be included on the agenda beforehand), and
may discuss other matters without making resolutions.
The shareholder can, until 27th of May, 2024 at 16:00,
inform the Company of appointing a representative or of renouncing
the power of attorney previously given to a representative, by
sending a relevant digitally signed notice to
prokapital@prokapital.ee, or by sending a relevant 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
for the 2023 financial year, the auditor’s opinion 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 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 meeting:
Shareholder who are natural persons are kindly asked to bring along
a valid identification document. Shareholders who are legal
entities, are requested to bring an extract from the relevant
register, where that legal person has been registered, and a valid
identification document of the representative. In addition to the
above, representatives are kindly asked to bring along a valid
written power-of-attorney. Documents issued by a foreign country’s
official must be either legalized or authenticated with a document
certificate apostille and translated into English.
Proxy voting prior to the meeting:
It is possible to vote by proxy in advance of the meeting 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 |
Grafico Azioni Pro Kapital Grupp As (LSE:0QCX)
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