NOTICE OF CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF

The board of directors of Coop Pank AS (registration code 10237832, address Maakri 30, Tallinn, Estonia, 15014; hereinafter the Company) convenes the extraordinary general meeting of shareholders of the company on November 1, 2022 at 1:00 p.m. (Estonian time) to be held at the conference center of the Radisson Collection Hotel, room “Seville” (Rävala Street 3, Tallinn, Estonia).

According to the resolution of the Supervisory Board of the Company, dated October 03, 2022, the agenda of Extraordinary General Meeting of Shareholders with the proposals of the Management Board and the Supervisory Board of the Company to be adopted are as follows (while the Supervisory Board has proposed to vote for the draft decisions submitted for each point requiring a vote to order of the day) :

  1. Conditional increase in the share capital of the Company, secondary public offering of shares, listing and admission to trading of new shares

In connection with the planned secondary public offering, the listing and admission to trading of the Company’s shares on the Baltic Main List of the Nasdaq Tallinn Stock Exchange (the application for listing and admission to trading of the new shares was submitted on 31.10.2022), conditionally increase the share capital of the Company in accordance with § 3512 of the Commercial Code under the following conditions:

1.1. conditionally increase the share capital of the Company by 6,914,813.16 euros, i.e. from 62,233,279.82 euros to 69,148,092.98 euros. The new conditional amount of the Company’s share capital will be €69,148,092.98;
1.2. the purpose of the conditional increase in the share capital of the Company is to carry out a secondary public offering of the shares and the listing and admission to trading of the new shares of the Company on the Baltic Main List of the Nasdaq Tallinn Stock Exchange;
1.3. the persons entitled to subscribe for the shares of the Company to be issued under the conditional increase in the share capital of the Company are retail investors in the Republic of Estonia and certain institutional and other selected investors in the Republic of Estonia and in certain jurisdictions outside the Republic of Estonia to which the shares of the Company are offered by way of private placement in accordance with the provisions set out in the prospectus for the secondary public offering, listing and admission to trading of the shares of the Company (hereinafter the Prospectus) to be approved by the Financial Supervisory Authority;
1.4. the current shareholders of the Company have the preferential subscription right to the shares in accordance with § 345 of the Commercial Code; the shareholders of the Company who have the preferential subscription right is determined on 15.11.2022 at the end of the business day of the liquidation system of the Estonian Securities Register (the date of modification of the rights attached to the shares (ex-date) is on 14.11.2022); in the event that the amount of the book value of the shares held by the current shareholder of the Company does not give him a preferential subscription right to a whole number of new shares of the Company, the number of shares is rounded to the nearest whole number according to the rules of mathematical rounding, while fractions less than one are rounded to one;
1.5. according to § 3512 (2) and (4) of the French Commercial Code, the Company’s Management Board has the right to issue up to 10,147,131 new shares with a book value of 0.681455 euros increased;
1.6. the new shares of the Company are issued at a premium, the minimum premium being 1.218545 euros per share. The definitive issue price of the shares (including the amount of the definitive premium to be applied when issuing the shares) will be determined by the Supervisory Board of the Company. The amount of the premium may under no circumstances be less than the minimum premium specified above;
1.7. the new shares are paid for by monetary contributions;
1.8. the subscription period, including for the exercise of the pre-emption right, is at least 2 weeks and will start from the date indicated in the Prospectus (the offer period);
1.9. subscription and payment for new shares will be carried out according to the procedure described in the Prospectus; depending on the course of the public offering, the Company’s Management Board has the option of modifying the subscription period, including extending it;
1.10. the new shares to be issued as part of the planned secondary public share offering will entitle shareholders to receive the dividend for the fiscal year beginning on 01.01.2022;
1.11. the volume of the secondary public offering of Company shares is 7,610,348 new Company shares; in the event of oversubscription of the offer, the Company has the right to increase the volume of the offer up to 10,147,131 new shares of the Company; in the event of under-subscription of the offer, the Company has the right, in accordance with the Prospectus, to issue the new shares of the Company in a respectively lower volume or to postpone or cancel the offer;
1.12. to approve the registration and admission to trading of the new shares of the Company to be issued by virtue of these resolutions on the Baltic Main List of the Nasdaq Tallinn Stock Exchange.

  1. Appointment of the auditor for the financial years 2023 – 2027

To appoint Aktsiaselts PricewaterhouseCoopers (registration code 10172876) as the auditor of Coop Pank AS for the financial years 2023 to 2027, establish the procedure for the remuneration of the auditor in accordance with the agreement to be concluded with the auditor and authorize the management board to conclude the corresponding agreement.

The circle of shareholders entitled to participate in the General Meeting is determined from 7 days before the General Meeting, i.e. at the end of the working day of the Estonian settlement system Nasdaq CSD on October 25, 2022. The registration of participants will start one hour before the start of the meeting, i.e. at 12:00 p.m. We ask that shareholders and their representatives arrive in good time, given the time needed to register participants.

To participate in the General Meeting:

  1. Shareholders who are natural persons must present an identity document, their representatives must also hold valid written authorisation;
  2. legal representatives of corporate shareholders must present their identity document; the authorized representative must also hold a valid written authorization document. In case the shareholder company is not registered in the Estonian Commercial Register, we ask to provide a valid extract from the relevant register where the legal person is registered and from which the representative’s right to represent the shareholder derives. The extract must be in English or translated into Estonian or English by a sworn translator or an official equivalent of a sworn translator. The documents of a foreign shareholder must be legalized or authenticated by apostille, unless otherwise provided by an international agreement.

The shareholder may notify the Company of the appointment of a proxy and the revocation of the proxy by sending the documents to the Company’s e-mail address [email protected] or bring the above documents to the Company’s office at Maakri 30, Tallinn, on weekdays between 9:00 a.m. and 5:00 p.m. no later than October 28, 2022 at 5:00 p.m. (Estonian time). Model authorization documents are available on the Company’s website at https://www.cooppank.ee/fr/announcements. If desired, Company CEO Margus Rink may be appointed as a representative to vote at the General Meeting.

Documents relating to the General Meeting, draft decisions of the General Meeting and other documents submitted to the General Meeting in accordance with the law (including notice of convocation of the General Meeting, draft decisions) , and other information subject to disclosure, is available for review on the Company’s website. https://www.cooppank.ee/fr/announcements as well as on notice from the notification of the General Meeting until the day of the General Meeting at the registered office of the Company in Tallinn, Maakri 30, on working days from 9:00 a.m. to 5:00 p.m. Please contact us in advance at [email protected] to request access to documents.

Shareholders, whose shares represent at least 1/20 of the Company’s share capital, may request the inclusion of additional items on the agenda of the General Meeting, if the corresponding request is submitted in writing at least 15 days before the General Meeting. , i.e. no later than October 17, 2022 at 11:59 p.m., to the e-mail address [email protected] or at the company location at Maakri 30, Tallinn. A draft decision or rationale should be submitted together with the proposal to complete the agenda.

Shareholders, whose shares represent at least 1/20 of the Company’s share capital, may submit a draft resolution to the Company in writing on each item on the agenda, by posting the draft to the e-mail address. email [email protected] or at the Company’s location at Maakri 30, Tallinn. The project must be submitted in electronic form or by post in order to be delivered and received by the Company no later than 3 days before the General Meeting, i.e. no later than October 29, 2022 at 11:59 p.m.

During the general meeting, the shareholders have the right to be informed by the management board on the progress of the company. The management board may refuse to provide information if there are reasonable grounds to believe that this could cause significant harm to the interests of the company. In the event of refusal by the board of directors, the shareholder may request the general meeting to rule on the regularity of the request or, within a period of fifteen days, seize a legal request seized by request, to compel the management board to disclose information.

Questions on other organizational matters of the General Assembly are expected by telephone +372 669 0900 on working days or by e-mail [email protected].

Sincerely

Margus Ice Rink
Chairman of the Board
Coop Pank AS

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