Pro Kapital Grupp

Decisions of the repeat Annual General Meeting of AS Pro Kapital Grupp shareholders

The repeat annual shareholders general meeting (hereinafter referred to as the Meeting) of AS Pro Kapital Grupp (hereinafter referred to as the Company) took place on Wednesday, 10th of June 2026 starting at 12.30 at the premises of the Company at Sõjakooli 11 in Tallinn, Estonia.

A quorum was not reached at the annual general meeting held on 26 May 2026, and therefore the Meeting with the same agenda was convened pursuant to Section 297(2) of the Commercial Code and clause 4.6 of the Company’s articles of association. The Meeting was competent to adopt resolutions regardless of the votes represented at the Meeting. The votes cast prior to the general meeting held on 26 May 2026 did not lose their validity and were taken into account at the Meeting.

As per the registration list of the meeting 5 shareholders were represented at the Meeting, who represented in total 37 070 514 votes, which forms 65.39% of all votes attached to the shares.

The agenda and decisions adopted at the Meeting were as follows:

1.       Election of the Chairman and Secretary of the annual general meeting of shareholders
Decision adopted was as follows:
Elect Ilona Nurmela as the Chairman of the Meeting. Elect Helena Purga as the Secretary of the Meeting.
100% of the votes were in favour of the decision.

2.       Approval of the audited annual report of the Company for the financial year of 2025
Decision adopted was as follows:
Approve the annual report of the Company for the financial year 2025.
100% of the votes were in favour of the decision.

3.       Resolution of distribution of the profit
Decision adopted was as follows:
To distribute the net profit for the financial year which ended 31 December 2025 in the amount of EUR 12 041 088 into retained earnings of previous periods.
100% of the votes were in favour of the decisions.

4.       Extending the term of office of the Supervisory Council members
Decision adopted was as follows:
To extend the term of office of the Council members Patrick Werner, Oscar Cramer and Giovanni Bozzetti for a period of 3 (three) years from 6th of July 2026 until 5th of July 2029 (inclusive).
100% of the votes were in favour of the decisions.

5.       Remuneration policy for the executive management of the Company
Decision adopted was as follows:
To approve the remuneration policy for the executive management of the Company.
100% of the votes were in favour of the decisions.

The minutes of the meeting will be published on the website of AS Pro Kapital Grupp www.prokapital.com no later than 11.06.2026.

Edoardo Axel Preatoni
Member of the Management Board
Tel +372 6144 920
Email: prokapital@prokapital.ee