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    Conclusion of construction contract and start of construction works in Tondi Residential Quarter

    Yesterday Nordecon AS and AS Pro Kapital Grupp group company OÜ Marsi Elu concluded the contract for construction of residential apartment building to be located in Tondi Residential Quarter, Tallinn, Kristiine district. The price of the construction works of the first construction phase is approximately three million euros, to which VAT is added.

    In the first construction phase a 5-story residential building with 31 apartments, semi-underground parking floor and central plaza shall be completed. In addition necessary roads and external networks will be built.

    Construction works shall commence in February of this year and the planned duration of construction is 11 months.

    As of 25.02.2014 9 apartments out of 31 are covered by conditional sales agreement. Prior to start of the construction 29% of all apartments have found a buyer.

    In addition Nordecon AS and OÜ Marsi Elu have agreed on option for the second and third construction phase, exercising of which will result in 62 additional apartments.

    “It is satisfactory to conclude an agreement where in addition of getting a new job we as a construction company manage to contribute to enhancing the value of a beautiful and historic area. This area of Tondi deserves a fresh start, and starting the new development will undoubtedly bring a new breath to the area and create additional opportunities for development” said Nordecon AS Board Member Avo Ambur.

    “Tondi Residential Quarter will be the first complete living district built in the vicinity of the Tallinn city center, which is built in 21 century and based on the modern values. Green thinking, energy-saving and modern living area will be created on former manor lands and later territories of Tondi barracks, for benefit of which the first apartment buyers have already decided.” said AS Pro Kapital Grupp CEO Paolo Michelozzi.

    Additional information:
    More precise information on Tondi Residential Quarter can be found at www.tondilinna.ee

    OÜ Marsi Elu is a real-estate development company established in 2014 for the development of Marsi 3 / 3a / 3b residential building located in Tallinn. All shares of OÜ Marsi Elu belong to AS Tondi Kvartal. AS Tondi Kvartal is a company established 07.10.1997, which belongs 100% to AS Pro Kapital Eesti. AS Pro Kapital Eesti is 100% subsidiary of AS Pro Kapital Grupp. AS Tondi Kvartal is the owner of the land plots needed for the development of the Tondi residential area.

    AS Nordecon is one of the leading construction companies in Estonia, established in 1989. Since May 2006 the Nordecon shares have listed on NASDAQ OMX Tallinn Stock Exchange. In addition to the parent company, there are more than 10 subsidiaries in the Group. The consolidated revenue of the Group in 2013 was 174 million euros. Currently Nordecon Group employs more than 700 people.

    Pro Kapital to commence presale of Tondi Residential Quarter apartments

    The Pro Kapital Grupp real estate development company included in the secondary list at the Tallinn Stock Exchange commences the presale of new apartments at the Tondi Residential Quarter. The first batch comprises one apartment building with 31 apartments.

    The Tondi Residential Quarter being developed by Pro Kapital is one of the largest housing projects in Tallinn. While the focus at the first stage of development was on renovation of the former barracks that are subject to heritage conservation, the plan for the second stage is to add new apartment buildings, with the presale of the first one commencing today. Available are apartments ranging from 54.7 to 187.1 square metres and the prices start at EUR 89,900.

    According to Paolo Michelozzi, Chairman of the Management Board of Pro Kapital, the Tondi area in Tallinn has everything one needs for living and that is a vital prerequisite both for future residents and for further development. “We are not building in a place where nothing existed before – we are adding value to an already well-functioning living environment,” explained Michelozzi.

    He stressed that the greatest attraction and advantage of the Tondi project is the developed and properly functioning living environment that offers numerous and diverse pastime activities. “The location in a quiet and green secluded quarter, but only a short drive from the city centre, makes it perfect for whole families to settle in. Tondi has ideal conditions for pursuing sports: here you can go in for athletics, football, tennis and many other options. In the neighbourhood you will find schools and shops, there are also good public transport connections with the airport and central Tallinn,” added Michelozzi.

    Among the exciting venues in and around the Tondi Residential Quarter are Tere tennis centre, Audentes Private School and Sports Centre with swimming pool as well as football stadium in a close proximity.

    Further information about this area being developed by Pro Kapital, its apartment buildings, planning, construction materials used and prices set is available on this website: www.tondilinna.ee

    Pro Kapital Grupp is a leading Estonian real estate development company with a focus on modern large-scale commercial and residential real estate project development in Tallinn, Riga and Vilnius. Since its establishment in 1994, Pro Kapital has completed 20 development projects. The current portfolio of Pro Kapital Grupp consists of 11 real estate projects totalling EUR 180 million.

    AS Pro Kapital Grupp update on the developments of Peterburi Street 2 shopping center

     Management Board of AS Pro Kapital Grupp hereby shares with its investors the update on the current status of the development of Peterburi street 2  shopping center.

    Building license for construction of the shopping center has been issued and currently active preparations are ongoing for starting the construction of the shopping center.

    Construction of the access roads including a tunnel leading to the shopping center has been started. Decision has been made for financing the extension of the tramline nr 4 which is planned to be extended to the shopping center. Active negotiations for signing the lease agreements are ongoing and agreements have been made in regards to the entertainment floor of the shopping center.

    The following is the more detailed overview of the events.

    Construction of the infrastructure needed for the shopping center

    AS Pro Kapital Grupp group company AS Tallinna Moekombinaat has signed the contract with company K-Project for compilation of the technical project for the extension of the tramline nr 4 from Majaka street to the new shopping center. K-Projekt has also prepared a sketch project for the future extension of the tramline to the airport through the Ülemiste City district.

    The tramline nr 4 connects the city districts Lasnamägi and Tondi with the Tallinn city center and is the most important traffic line between the city center stops. In 2010 the line was used by 8,23 million passengers.

    Environmental Investment Centre allocated 18,9 million euro for the reconstruction of the tramline nr 4. During the reconstruction works over 10 kilometers of tramline will be reconstructed and 700 meters of new tramline shall be constructed in the Ülemiste district, which will extend the tramline from Majaka Street to the main entrance of the shopping center on Peterburi street 2 developed by Pro Kapital.

    Member of the Board of AS Pro Kapital Grupp and AS Tallinna Moekombinaat (the developer of the shopping center) Allan Remmelkoor said that in addition to the extension of the tramline to the shopping center developed by Pro Kapital, also the important access roads needed for the shopping center, including the tunnel and the entrance intersection, shall be built together with the construction works of the Ülemiste junction. He added that “Those works have already been started”.

    About the entertainment floor planned to the shopping center

    Peterburi street shopping center fourth floor has an entertainment area of 12 000 m2, of which 11 400 m2 are covered with rental arrangements.      

    As per current agreements the fourth floor shall accommodate a cinema with 7 halls, a unique entertainment and leisure center and many restaurants. It is currently the largest planned entertainment center in Estonia.

    Member of the Board of AS Pro Kapital Grupp Allan Remmelkoor said that agreement with the operator of the cinema and the entertainment center have been reached. Remmelkoor commented that “the operator of the 7 hall cinema is a new operator expanding to the Estonian market and the entertainment and leisure center shall be offering attractions to kids, youths and adults, combining the entertainment and educational activities with different events and venues for holding birthday parties”.  In addition many different restaurants shall be located on the entertainment floor, with majority of who the rental agreements have been signed.

    The cinema and entertainment center together with the restaurants make up to 12 000 m2, they occupy the fourth floor of the shopping center and are unique enough to become a magnet for the whole city.

    AS Tallinna Moekombinaat, which is a AS Pro Kapital Grupp group company, is developing a shopping center in the intersection of Peterburi, Tartu, Järvevana and Suur-Sõjamäe roads  with the total area of 130 400 m2. The anchor tenant of the shopping center is Selver hypermarket, which shall occupy the area of 6 000 m2. The total rentable area of the shopping center is 55 000 m2.

    Consolidated and unaudited interim report of IV quarter and 12 months, 2012

    Tallinn, 2013-02-15 20:36 CET (GLOBE NEWSWIRE) — The year 2012 has been historically important for the Company with the start of the trading of its shares on the secondary list of Tallinn Stock Exchange on November 23, although public offering of new shares announced in August 2012 had been cancelled due to the lack of demand at acceptable price level.

    See full report here.

    Minutes of the Extraordinary Shareholders Meeting held on 7 February 2013

    Minutes and Resolutions of Extraordinary General Meeting of AS Pro Kapital Grupp can be viewed here.

    Decisions of the Extraordinary Shareholders Meeting of AS Pro Kapital Grupp

    The extraordinary shareholders meeting of AS Pro Kapital Grupp (hereinafter referred to as the Company) took place on Wednesday, 06th of February 2013 starting at 11.00 at the office of the Company located at Põhja pst 21 Tallinn. As per the registration list of the meeting 14 shareholders were present at the meeting, who represented in total 36 674 543 votes, which form 68,96 % of all votes attached to the shares.

    The agenda and decisions adopted at the extraordinary shareholders meeting were as follows:

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

           Decision adopted was as follows: 

    Ervin Nurmela was elected as the Chairman and Liisa Kirss was elected as the Secretary of the extraordinary shareholders meeting.

           100% of the votes were in favor of the decision.

    2.    Amendment of the articles of association of the Company

    Decision adopted was as follows:

    Amend the article 5.8 of the articles of association and approve the articles of association as follows:

    “The Supervisory board (Council) has the right to increase the share capital of the Company by up to 5 318 542,20 euros within 3 years as from adopting this version of the articles of association. Shares issued by the Council may be paid for by monetary contributions and/or by non-monetary contribution, if so resolved by the Council. Non-monetary contribution shall be valued pursuant to law and these articles of association”

            99,9997% of the votes were in favor of the decision. 100 votes which represent 0,0003% of the votes stayed neutral. 

    3.     Amending the terms of the convertible bonds

    Decision adopted was as follows:

    Amend the 13.04.2009 decision of the extraordinary shareholders meeting as follows:

    Amend the terms and conditions of the convertible bonds, which were approved by the 13.04.2009 extraordinary shareholders meeting by amending the article 4.3. of the terms and conditions of the convertible bonds as follows:

    4.3.    A Bond shall expire on a maturity date (hereinafter the “Maturity Date”), which shall be:
    4.3.1.    one of the following dates:
    4.3.1.1.    the day which shall occur 4 (four) years as of the registering such Bond in the Register, shall be the Maturity Date for all bonds whose bondholder (the person owning the bond at 10.00 on the Maturity Date) has not given the Company its acceptance to prolong the Maturity Date as per the article 4.3.1.2.
    4.3.1.2.    The Company may make a proposal, for the bondholder who has not exchanged its bond to the company share, to extend the Maturity Date of the bond by up to 2 (two) years as of the Maturity Date calculated under article 4.3.1.1. The Maturity Date of the bond, whose bondholder has submitted to the Company its written acceptance to prolong the maturity of the bond, shall be the new Maturity Date stated by the Company in the notice sent to the bondholder.
    4.3.2.     The Exchange Date referred to in Clause 7 hereof, if the Bond is exchanged to a share of the Company.

           99,9997% of the votes were in favor of the decision. 100 votes which represent 0,0003% of the votes  stayed neutral. 

    Minutes of the extraordinary shareholders meeting will be published on AS Pro Kapital Grupp web page http://www.prokapital.com not later than 13 February, 2013.

    Resignation of Pro Kapital Grupp Council member

    Sari Aitokallio, member of Pro Kapital Grupp Council, has informed about her resignation from the Council as of March 31, 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.

    Decision of Harju County Court

    Harju County Court of Republic of Estonia decided on 17.01.2013, to suspend the proceeding of Aprisco B.V. petition for declaration of execution of the Rotterdam court decision of 04.07.2012 in the Republic of Estonia.

    The proceedings of the declaration of execution of the mentioned Rotterdam court decision have been suspended until the decision of the Rotterdam court shall be final (in force).

    Aprisco B.V. has the right to appeal the Harju County Court decision in 15 days, thus the decision of Harju County Court is not yet in force.

    Background and status of the court case: 

    On 27.05.2010 Aprisco B.V filed a case to Rotterdam court against AS Pro Kapital Grupp related to the guarantee letter with what AS Pro Kapital Grupp assures the rental liabilities of the Serval S.r.l (former Domina Hotel Group Spa, a former group company) arising from the rental agreement of the Rotterdam hotel, concluded on 04.08.2006 between Serval S.r.l and Hotel Blijdorp B.V.

    In 2007 Aprisco B.V acquired the hotel that was managed by subsidiary of Serval S.r.l and the rental agreement with Serval S.r.l was transferred to Aprisco B.V.

    Serval S.r.l has not fulfilled the rental obligations to Aprisco B.V, therefore Aprisco B.V claims the payments according to the guarantee letter from AS Pro Kapital Grupp.

    Aprisco has filed alternative claims to the court. Firstly, Aprisco B.V claims the payment of caused loss in the amount of 2 300 thousand euro or in the amount stated by the court. As an alternative claim, Aprisco B.V claims overdue rental payments in the amount of 904 thousand euro with accumulated interest for default or in the amount of 504 thousand euro with accumulated interest for default.

    On 31.08.2011 Aprisco B.V changed its claim and claims the payment of caused loss in the amount of 2 300 thousand euro with accumulated interest for default, or in the amount stated by the court. As an alternative claim, Aprisco B.V claims overdue rental payments in the amount of 1 776 thousand euro with accumulated interest for default or in the amount of 1 409 thousand euro with accumulated interest for default.

    On 04.07.2012 Rotterdam court made a decision and awarded Aprisco B.V claim in the amount of 1 409 265,2 EUR to be paid.

    The Management Board of AS Pro Kapital Grupp does not agree with the court decision. The Management Board of AS Pro Kapital Grupp does not recognize the claim. AS Pro Kapital Grupp has appealed the decision on 11.09.2012, the appeal is currently pending.

    Nevertheless, to keep in line with the Company’s conservative policies, the provision has been formed for the maximum amount of the claim 1 409 thousand euro as of 30.06.2012 so the potential negative outcome of the dispute shall not have a significant impact on AS Pro Kapital Grupp income statement.

    On 06.08.2012 Aprisco B.V has filed the petition to the Harju County Court for the recognition and enforcement of the Rotterdam court decision of 04.07.2012. AS Pro Kapital Grupp rejects the application of Aprisco B.V. as the Rotterdam court decision of 04.07.2012 has been appealed and the decision is not in force and final, thus can’t be deemed enforceable in Republic of Estonia in the opinion of AS Pro Kapital Grupp.

    Harju County Court of Republic of Estonia decided on 17.01.2013, to suspend the proceeding of Aprisco B.V. petition for declaration of execution of the Rotterdam court decision of 04.07.2012 in the Republic of Estonia.

    The proceedings of the declaration of execution of the mentioned Rotterdam court decision have been suspended until the decision of the Rotterdam court shall be final (in force).

    Financial Calendar 2013

    EVENT                                                                                 TIME

    2012 IV quarter and 2012 unaudited results                     week 7

    2012 audited results                                                         week 18

    2013 I quarter unaudited results                                       week 21

    2013 II quarter unaudited results                                      week 35

    2013 III quarter unaudited results                                     week 47

    Notice of Calling the Extraordinary Shareholders Meeting of AS Pro Kapital Grupp

    We announce that the management board is calling for the extraordinary shareholders meeting of AS Pro Kapital Grupp (registration code 10278802, located at Põhja pst. 21 Tallinn Republic of Estonia) (hereinafter referred to as the Company) which shall take place on the 6th of February 2013 at 11.00 at the premises of the Company, Põhja pst 21 Tallinn Republic of Estonia. Registration of the shareholders for the meeting shall start on the 6th of February 2013 at 10.30 and shall end at 11.00 at the location of the meeting.

    The reason for calling the extraordinary shareholders meeting is to decide on the amending the articles of association of the Company and amending the terms and conditions of the convertible bonds.

    The agenda of the meeting is as follows:

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

    The Councils and Management Board proposal:

    Under this agenda article the Chairman and the Secretary of the shareholders meeting shall be elected as per the suggestions of the shareholders.

    2.         Amendment of the articles of association of the Company

    In order to allow flexibility in attracting additional capital for the business activities of the Company, the Council and the Management Board propose to amend the articles of association of the Company by giving the Council the right for 3 years to increase the share capital of the company by up to 5 318 542,20 euros.

    The Councils and Management Board proposal and draft of the resolution:

    -   Amend the article 5.8 of the articles of association and approve the articles of association as follows:

    “The Supervisory board (Council) has the right to increase the share capital of the Company by up to 5 318 542,20 euros within 3 years as from adopting this version of the articles of association. Shares issued by the Council may be paid for by monetary contributions and/or by non-monetary contribution, if so resolved by the Council. Non-monetary contribution shall be valued pursuant to law and these articles of association”

    -   Approve the new version of the articles of association with the referred amendment.

    3.         Amending the terms of the convertible bonds

    In order to give the owners of the convertible bonds longer period to exercise the right to exchange the convertible bonds to the company’s shares and to enable the extension of the maturity of the convertible bonds, if so accepted by the bondholders, the Council and the Management Board propose to amend the 13.04.2009 decision of the extraordinary shareholders meeting.
    The Councils and the Management Board proposal and draft of the resolution:

    -    Amend the 13.04.2009 decision of the extraordinary shareholders meeting as follows:

    Amend the terms and conditions of the convertible bonds, which were approved by the 13.04.2009 extraordinary shareholders meeting by amending the article 4.3. of the terms and conditions of the convertible bonds as follows:

    4.3.    A Bond shall expire on a maturity date (hereinafter the “Maturity Date”), which shall be:
    4.3.1.    one of the following dates:
    4.3.1.1.    the day which shall occur 4 (four) years as of the registering such Bond in the Register, shall be the Maturity Date for all bonds whose bondholder (the person owning the bond at 10.00 on the Maturity Date) has not given the Company its acceptance to prolong the Maturity Date as per the article 4.3.1.2.
    4.3.1.2.    The Company may make a proposal, for the bondholder who has not exchanged its bond to the company share, to extend the Maturity Date of the bond by up to 2 (two) years as of the Maturity Date calculated under article 4.3.1.1. The Maturity Date of the bond, whose bondholder has submitted to the Company its written acceptance to prolong the maturity of the bond, shall be the new Maturity Date stated by the Company in the notice sent to the bondholder.
    4.3.2.    the Exchange Date referred to in Clause 7, hereof, if the Bond is exchanged to a share of the Company.

    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, within two weeks after the general meeting, a petition to a court by way of proceedings on petition in order to obligate the management board to give information.

    A general meeting may decide on calling the next meeting and settle submissions concerning operational issues related to the agenda or to the procedure for holding the meeting without including such matters in the agenda beforehand, and to discuss other matters at the general meeting without deciding on such matters

    Shareholders whose shares represent at least 1/20 of the share capital may present the draft of the resolution for each subsection of the agenda. Right specified in previous sentence may be exercised not later than three days before meeting. The draft of the resolution shall be presented in written to AS Pro Kapital Grupp, Põhja pst. 21, Tallinn, 10414.

    According to the Commercial Code § 297 section 5 the set of shareholders entitled to take part in the extraordinary shareholders meeting shall be determined as at seven days before the date of holding the general meeting, i.e. on 30.01.2012 at 23:59.

    Natural person shareholders are kindly asked to bring along a valid identification document, representatives are kindly asked to bring along a valid identification document and a valid written power-of-attorney. In the case of shareholders who are legal entities we request you to bring an extract from the relevant register, where that legal person has been registered and a valid identification document of the representative. For persons representing a legal entity under power of attorney we kindly ask to bring in addition of the referred documents also a valid written power-of-attorney. Each document issued by a foreign country’s official must be either legalized or authenticated with a document certificate apostille and preferably translated into Estonian. The shareholder can until 5th of February at 16.00 inform the Company of appointing a representative or of renouncing the power of attorney of the representative, by sending the digitally signed notice to prokapital@prokapital.ee or by bringing the written notice in person to the office of the Company at Põhja pst 21 Tallinn, during business hours 10.00-16.00.

    If you have any questions in regards to the extraordinary shareholders meeting, please contact us by phone + 372 6 144 920 or by email at prokapital@prokapital.ee.

    The shareholders of the Company can acquaint themselves with the drafts of the resolutions, draft of the article of association and terms and conditions of convertible bonds and other documents concerned at the webpage of the Company www.prokapital.com under the section Investors or at the location of the Company at Põhja pst. 21 Tallinn during the business days from 10.00 until 16.00.

    Management Board of
    AS Pro Kapital Grupp