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PKG: MINUTES AND RESOLUTIONS OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING OF AS PRO KAPITAL GRUPP

Spekuliantai.lt | 2013-04-05 | NASDAQ OMX biržų naujienos | perskaitė: 1068
Raktiniai žodžiai: Pro Kapital Grupp, AS, PKG
PKG: MINUTES AND RESOLUTIONS OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING OF AS PRO KAPITAL GRUPP

Pro Kapital Grupp Minutes of extraordinary general meeting 05.04.2013

MINUTES AND RESOLUTIONS OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING OF AS PRO
KAPITAL GRUPP

Tallinn, 2013-04-05 13:54 CEST (GLOBE NEWSWIRE) -- AS Pro Kapital Grupp (code
of registration 10278802, located at Põhja pst. 21 Tallinn Republic of Estonia)
(hereinafter referred to as the Company) shareholders extraordinary general
meeting (hereinafter referred to as the Meeting) took place on 5th of April
2013 at 11.00 at the location of the Company, Põhja pst 21 Tallinn. Meeting
ended at 11.20.

The reason for calling the meeting is to decide on the increase of share
capital of the Company and take for information the resignation of one Council
member. The proposal to call the extraordinary shareholders meeting was made by
the Management Board of the Company.

The notice of the meeting was published on 11.03.2013 via NASDAQ OMX Tallinn
stock-exchange and the notice was also published on 13.03.2013 in newspaper
“Eesti Päevaleht” on page 5.


The chairman of the Meeting was Ervin Nurmela
personal identification code 38210130252,

and

the recording secretary was Liisa Kirss
personal identification code 47011120308,

Company’s management board members Paolo Vittorio Michelozzi and Allan
Remmelkoor also participated at the meeting.

Pursuant to the list of participants of the meeting 11 shareholders were
present and represented at the meeting, whereas the shares held by them
represent 32 310 280 votes, which constitutes in total 60,75% of the votes
represented by the shares.

The meeting was competent to pass decisions.

The following topics were on the agenda of the meeting:

1. Election of the Chairman and Secretary of the extraordinary shareholders
meeting

2. Conditional increase of the share capital of the Company and issue of new
shares

3. Take for information the resignation of the Company’s Council member
Sari Aitokallio

Agenda item No. 1. election of the Chairman and Secretary of the extraordinary
shareholders meeting

It was proposed to elect Ervin Nurmela as the chairman of the meeting and Liisa
Kirss as the secretary of the meeting. No other suggestions were made.

The proposal to elect Ervin Nurmela as the chairman of the meeting and Liisa
Kirss as the secretary of the meeting was voted upon.

Voting results:

In favour: 32 310 280 votes i.e. 100 % of the votes
represented at the Meeting
Against: 0 votes i.e. 0 % of the votes
represented at the Meeting
Abstained: 0 votes i.e. 0 % of the votes
represented at the Meeting

Based on the fact that 100% of the votes represented at the meeting were given
in favour of the proposal, Ervin Nurmela was elected the chairman of the
meeting and Liisa Kirss the secretary of the meeting.

Agenda item No. 2. Conditional increase of the share capital of the Company and
issue of new shares

Chairman of the meeting explained the reasoning given by the management board
of the Company in the notice of the meeting.

The goal of the increase of share capital is to strengthen the financial
position of the Company and to finalize the necessary preparations needed for
the launch of the new development projects.

The increase of the share capital is addressed to qualified investors and for
investors, who acquire securities for a total consideration of not less than
100 000 euro.

The Management Board explained in the notice of calling the meeting that it has
made the proposal to exclude the preemptive right of the shareholders to
subscribe the shares, as the shares offered for subscription constitute just
2,63% of the Company’s current share capital. Granting the current shareholders
the preemptive right would result in the offering being considered as public
offer of securities, which would result in additional costs for the Company and
would not be in the interest of the shareholders. The issue price of the new
shares 1,80 euro is determined based on feedback received from qualified
investors in terms of their interest for the pricing of the offer.

The chairman of the meeting noted that the Company has on the 4th of April 2013
submitted the application to NASDAQ OMX Tallinn stock-exchange for the listing
of the shares to be issued under the share capital increase.

The chairman of the meeting asked the shareholders if they have any questions
in regards to the agenda item. No questions were asked in regards to the agenda
item.


Voting took place in regards to the proposal to increase conditionally the
share capital of the Company in accordance with the § 3512 of Commercial Code
on the following conditions:

(a) Due to the planned offering of the Company’s shares to increase
conditionally the share capital of the Company by 280 000 euro. The Management
Board of the Company has the right to issue up to 1 400 000 new shares of the
Company, with nominal value 0,2 euro.

(b) Each person (hereinafter “Investor”) is entitled to participate in the
conditional increase of the share capital on the following conditions:
(1) Offering the shares to the Investor or subscribing the shares by
Investor shall not result in Company’s obligation to register a prospectus in
any country or other similar obligation which the Company has not fulfilled;
(2) Investor shall subscribe at least 55 556 new shares;
(3) Subscribing the shares by the Investor shall not result in breach of any
legislation by such Investor.

(c) The issue price of each new share of the Company shall be 1,80 euro,
including the share premium of 1,60 euro;

(d) New shares shall be paid for by monetary contribution;

(e) The preemptive right to subscribe the new shares by the current
shareholders shall be excluded in accordance with the § 345 section 1 of the
Commercial Code;

(f) The term to exercise the right to subscribe for the new shares shall be
10 business days as from announcement of the subscription by the Management
Board.

(g) New shares shall give the shareholder the right to dividends which are
decided and paid since 1st of January 2013;

(h) As of the date of this decision the share capital of the Company is 10
637 084,40 euro and conditional share capital 19 442 236 euro. As of the date
of this decision the Company, based on the registered conditional share
capital, can issue 4 025 758 new shares in connection to the conversion of same
amount of convertible bonds of the Company and increase the share capital of
the Company by 805 151,60 euro. Based on the aforementioned the conditional
share capital of the Company is amended in a way that the new conditional share
capital is 11 722 236 euro.

(i) To subscribe for the new shares the Investor should have the securities
account in Estonian Central Securities Depository and/or arrangements to use on
nominees account in Estonian Central Securities Depository and the Investor
shall submit the subscription application through the custodian of such
securities account. The Management Board of the Company shall publish the exact
instructions for subscription of new shares before the beginning of the
subscription period.

(j) In case of oversubscription of the shares the Council of the Company has
the right to:
(1) As per the Council discretion decide the allocation of the shares to the
investors who have placed the subscriptions;
(2) Cancel the oversubscribed new shares.

(k) if all new shares are not subscribed for during the subscription period
the Management Board of the Company has the right in 15 days since the end of
the subscription period to:
(1) prolong the subscription period by up to 10 business days;

(2) cancel the shares, which were not subscribed during the subscription
period.

Voting results:

In favour: 32 310 180 votes i.e. 99,9997 % of the votes
represented at the Meeting
Against: 0 votes i.e. 0 % of the
votes represented at the Meeting
Abstained: 100 votes i.e. 0,0003 % of the votes
represented at the Meeting


According to Commercial Code § 345 section 1 the pre-emptive right of the
shareholders to subscribe for the new shares in proportion to the sum of the
nominal value or book value of the shareholder’s shares may be barred by a
resolution of the general meeting which receives at least three-quarters of the
votes represented at the general meeting.

Based on the fact that 99,9997% of the votes represented at the meeting were
given in favour of the proposal the decision was passed.


Agenda item No. 3. Take for information the resignation of the Company’s
Council member Sari Aitokallio

The chairman of the meeting explained, that Company’s council member Sari
Aitokallio informed the Company in January 2013 of her resignation as of
31.03.2013. As she explained the resignation is due to time constraints and a
possible conflict of interest in the future, emphasizing that as for now such
conflict doesn't exist.

As per Commercial Code § 319 section 7 a member of the supervisory board may
resign from the supervisory board regardless of the reason notifying thereof
the general meeting or his or her appointer.

Chairman of the meeting asked if the shareholders have any questions in regards
to agenda item.

Shareholder Ülo Siinmaa wanted to know if there has been a consideration to
elect a new female council member to replace Sari Aitokallio.

Chairman of the management board of the Company Paolo Vittorio Michelozzi
explained that it is for the Council to consider this before the next
shareholders meeting.

Chairman of the meeting explained that the agenda of the meeting was approved
by the Council of the Company and in the notice of calling the meeting the
proposal of the Council - not to elect a new council member at the moment – is
also presented.

The meeting in accordance with Commercial Code § 319 section 7 took for
information the resignation of council member Sari Aitokallio.

No voting took place in regards to this agenda item.


The Meeting was conducted in Estonian and English. The voting took place
through public voting by raising hands.

The original of the minutes of the meeting is made in Estonian and the minutes
are translated into English.



Iveta Vanaga
Head of Investor Relations
Phone: +37129239064
E-mail: iveta@prokapital.lv

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