Notice of calling the Annual General Meeting of Shareholders of Coop Pank AS

March 17, 2021 8:00 AM EDT

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The Management Board of Coop Pank AS (registry code10237832, address Narva mnt 4, Tallinn, Estonia, 15014; hereinafter the Company) calls the annual general meeting of Company’s shareholders on 14 April 2021 at 13:00 (Estonian time) held at Tallinna Ülikool conference room “Maximum” (Narva mnt 29, Tallinn, Estonia).

According to the resolution of Company’s Supervisory Board, dated 17 March 2021, the agenda of Company’s annual general meeting of shareholders with the proposals of Company’s Management Board and Supervisory Board to be adopted are as follows (whereas the Supervisory Board has proposed to vote for the submitted draft decisions of each item that requires voting in the agenda):

  1. Approval of the consolidated Annual Report 2020 of Coop Pank AS

To approve the consolidated Annual Report 2020 of Coop Pank AS, as submitted to the general meeting.

  1. Profit allocation of Coop Pank AS for the financial year 2020

To approve the proposal of the Management Board for allocating the net profit of Coop Pank AS in the amount of 7 259 thousand euros as follows:

    • allocate 363 thousand euros to statutory reserve capital;
    • not to allocate profit in any other reserve prescribed by law or Articles of Association and not to use the profit for other purposes;
    • not to pay dividend to shareholders and to allocate 6 896 thousand euros to retained earnings.
  1. Information on the resignation of a member of the Supervisory Board

Ardo Hillar Hansson, a member of the Cupervisory Board, has submitted his resignation to Coop Pank AS. The last day of the term of office of Ardo Hillar Hansson as a member of the Supervisory Board is 14.04.2021.

  1. Election of Supervisory Board member

To elect Viljar Arakas as a new member of the Supervisory Board of Coop Pank AS, with   authority as of the date of this decision for a term of 3 (three) years.

  1. Overview of the Chairman of the Management Board of the business environment and of the financial results for the first two months of 2021

Overview by the Chairman of the Management Board on the business environment and on the financial results for the first two months of the Company.

The circle of shareholders entitled to participate in the general meeting is determined as of 7 days prior to the general meeting, i.e. at the end of the working day of the Nasdaq CSD Estonian settlement system on 07 April 2021. Registration of participants will start an hour before the beginning of the meeting, i.e. at 12:00. We ask the shareholders and their representatives to arrive in good time, taking into account the time required to register the participants.

For participating in the general meeting:

  1. Individual shareholders should submit an identity document, their representatives should also hold a valid written authorisation;
  2. legal representatives of corporate shareholders should submit their identity document; the authorised representative should also hold a valid written authorisation document. In case the corporate shareholder 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 arises. The extract must be in English or translated into Estonian or English by a sworn translator or an official equivalent to sworn translator. The documents of a foreign shareholder must be legalised or authenticated by apostille, unless otherwise provided by an international agreement.

The shareholder may notify the Company of the appointment of a representative and the revocation of the proxy by sending the documents to Company’s e-mail address info@cooppank.ee  or take the above documents to the Company’s office at Narva mnt 4, Tallinn 4th floor, weekdays between 9:00 am – 5:00 pm no later than 12 April 2021 at 17:00 (Estonian time). The authorisation document templates are available on the Company´s website at https://www.cooppank.ee/en/announcements.

In connection with the spread of the coronavirus causing COVID-19 disease, the  management board of the Company urges the shareholders to appoint Margus Rink, CEO of the Company, as a representative to vote at the general meeting, using the templates available at the Company’s website https://www.cooppank.ee/en/announcements, and not to participate in the general meeting in person.

The management board affirms that the necessary measures are taken at the venue of the general meeting to protect the participants to minimise the possibility of the spread of the coronavirus and that the necessary disinfection and personal protective equipment is available at the venue of the meeting. If necessary, the measures to be implemented will be supplemented in accordance with the situation prevailing at the time of the general meeting and possible social restrictions.
Documents, concerning the general meeting, draft decisions of the general meeting and other documents submitted to the general meeting pursuant to law (incl. the notice of calling the general meeting, draft decisions, Annual Report 2020 of the Company and report of the supervisory board), as well as other information subject to disclosure, are available for examination on the Company´s website https://www.cooppank.ee/en/announcements as well as on prior notice beginning from the notification of the general meeting until the day of the general meeting at Company’s headquarters in Tallinn, Narva mnt 4 on working days from 9:00 am till 5:00 pm. Please contact us in advance at info@cooppank.ee  to request access to the documents.

Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 days prior to the general meeting, i.e. at the latest by 23:59 on 30 March 2021, at the e-mail address info@cooppank.ee or to the Company's location at Narva mnt 4,Tallinn. A draft decision or rationale must be submitted at the same time as the proposal to supplement the agenda.

Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may submit to the Company in writing a draft resolution on each agenda item, by posting the draft to the e-mail address info@cooppank.ee or to the Company's location at Narva mnt 4, Tallinn. The draft must be submitted in electronic form or by post so that it would be delivered to and received by the Company no later than 3 days before the general meeting, i.e. by 23:59 on 11 March 2021 at the latest.

At the general meeting, shareholders are entitled to receive information on the activities of the company from the management board. Management board may refuse to provide information if there are reasonable grounds for assuming that it may cause significant damage to the interests of the company. In case the board refuses to provide information, the shareholder may require the general meeting to decide on the lawfulness of the request or to submit within two weeks an application to the court in petition proceedings, to oblige the management board to disclose information.

Questions on other organisational issues of the general meeting are expected on the phone +372 669 0900 on working days or at e-mail address info@cooppank.ee.

Sincerely

Magus Rink                                                                                                                                  
Chairman of the Management Board
Coop Pank AS                                                                                                                              

Announcement sent by:
Kristjan Seema
Head of Marketing & Communication
Tel: +372 5505 253
e-mail: kristjan.seema@cooppank.ee




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