NOTICE OF CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Management Board of Coop Pank AS (registry code 10237832, address Maakri 30, Tallinn, Estonia, 15014; hereinafter the Company) calls the annual General Meeting of Company’s shareholders on 8 April 2026 at 1:00 pm (Estonian time) held at Mövenpick Hotel Tallinn (previous L’Embitu hotel) conference room “Leiger” (Lembitu str 12, Tallinn, Estonia).
According to the resolution of Company’s Supervisory Board, dated 11 March 2026, 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):
- Approval of the consolidated Annual Report 2025 of Coop Pank AS
To approve the Annual Report 2025 of Coop Pank AS, as submitted to the General Meeting.
- Profit allocation of Coop Pank AS for the financial year 2025
To approve the proposal for allocating the net profit of Coop Pank AS in the amount of 28 724 thousand euros, as submitted by the Management Board and approved by the Supervisory Board as follows:
- To transfer 1 436 thousand euros to the legal reserve.
- To pay dividends in the net amount of 6,5 eurocents per share. The list of shareholders entitled to receive dividends will be established as at 22.04.2026 COB. Consequently, the day of change of the rights related to the shares (ex-date) is set to 21.04.2026. For shares acquired from this day onwards, the shareholder is not entitled to receive a dividend for the Company's 2025 financial year. Dividends shall be disbursed to the shareholders on 27.04.2026.
- To transfer the remaining part of the profit to retained earnings.
- Overview of the Chairman of the Management Board of the business environment and of the financial results for the first two months of 2026
Chairman of the Management Board’s overview to the shareholders of the business environment and Company’s financial results for the first two months of 2026.
- Election of the Supervisory Board members
To elect a new composition of the Supervisory Board of Coop Pank AS and to appoint the following persons as members of the Supervisory Board:
- Rainer Rohtla with authority commencing after the end of the previous term for a term of 3 (three) years.
- Viljar Arakas with authority from the end of the current term for a term of 3 (three) years.
- Silver Kuus with authority from the end of the current term for a term of 3 (three) years.
- Roman Provotorov with authority from the end of the current term for a term of 3 (three) years.
- Mari-Liis Rüütsalu with authority as of 12.04.2026 for a term of 3 (three) years.
- Kadri Aguraiuja with authority as of 12.04.2026 for a term of 3 (three) years.
- Remuneration and compensation of Supervisory Board
To determine the remuneration of the members of the Supervisory Board from 12.04.2026 as following: the basic remuneration for the Chairman of the Supervisory Board as 2 500 euros (gross) per month, and basic remuneration for the members of the Supervisory Board as 2 000 euros (gross) per month.
- Amendment of the Articles of Association
To approve the Articles of Association of Coop Pank AS in the wording submitted to the General Meeting.
- Goal of Gender Balance in the Management Bodies
The Company sets the goal of achieving the gender balance of the management body as referred to in the Securities Market Act at the level of the Company’s Supervisory Board, so that at least 40 percent of the members of the Supervisory Board are of the underrepresented gender. In addition, the Company’s Supervisory Board and Management Board shall ensure that the Company establishes quantitative goals also at the level of the Management Board in order to move towards achieving gender balance.
- Approval of remuneration policy of the Management Board
To approve the remuneration policy of the members of the Management Board of the Company as submitted to the General Meeting.
- Approval of the terms and conditions for the buyback of own shares
To allow Coop Pank AS to buy back its shares in accordance with the following terms and conditions:
9.1 The purpose of the acquisition of own shares is to create value for shareholders by using the acquired shares to implement the valid option programs approved by the General Meeting.
9.2 The acquisition of own shares shall be carried out within a period of up to five (5) years from the adoption of this resolution. The acquisition may take place in one or more transactions within a period of up to thirteen (13) months from the adoption of each resolution by the Company's Supervisory Board to acquire its own shares.
9.3 The Company has the right to acquire a maximum of as many of its shares as are necessary to fulfill the obligations arising from the option programs approved by the General Meeting and to be approved in the future. The acquisition may be carried out in parts according to the volume of the option program valid for one year, several years or the entire period at the relevant time. This resolution shall also apply if the shareholders approve changes to the option programs that affect the volume of options. In any case, the total nominal value of the Company’s own shares shall not exceed 1/10 of the share capital.
9.4 The amount paid for the Company’s own shares shall not be less than 0.00 euros or exceed the closing price of the Nasdaq Tallinn Stock Exchange on the previous trading day, which shall be determined prior to the day of each relevant acquisition (or the day of the announcement of the acquisition). The amount paid for the shares shall not exceed the average market price of the last thirty (30) trading days by more than fifty percent (50%). Shares may be acquired on the stock exchange, using block transactions or an auction format.
9.5 The acquisition of the Company’s own shares shall not result in a decrease in net assets below the total amount of the share capital and reserves, the payment of which to shareholders is not permitted by law or the Articles of Association.
The General Meeting authorizes the Supervisory Board of the Company to decide on and carry out the acquisition of its own shares in accordance with this resolution, applicable legislation and the option programs approved by the General Meeting. The Supervisory Board has the right to determine the price, procedure and other conditions for the acquisition of its own shares and to perform all necessary actions related to the acquisition of its own shares. The Supervisory Board may delegate the technical and organizational tasks of the acquisition to the Management Board. The acquisition of its own shares is subject to the consent of the Financial Supervision Authority.
From the date of adoption of this resolution, the options issued under the option programs will be exercised either by issuing new shares and increasing the share capital of the Company and/or by transferring shares acquired within the framework of the buyback of own shares to the option recipients.
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 1 April 2026. 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:
- Individual shareholders should submit an identity document, their representatives should also hold a valid written authorisation;
- 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 or take the above documents to the Company’s office at Maakri 30, Tallinn, weekdays between 9:00 am – 5:00 pm no later than 6 April 2026 at 5:00 pm (Estonian time). The authorisation document templates are available on the Company´s website at . If so desired, CEO of the Company Arko Kurtmann may be appointed as a representative to vote at the General Meeting.
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 2025 of the Company, report of the supervisory board and Remuneration Report 2025), as well as other information subject to disclosure, are available for examination on the Company´s website 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, Maakri 30 on working days from 9:00 am till 5:00 pm. Please contact us in advance at 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 11:59 pm on 24 March 2026, at the e-mail address or to the Company's location at Maakri 30,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 or to the Company's location at Maakri 30, 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 11:59 pm on 5 April 2026 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 management 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 .
Sincerely
Arko Kurtmann
Chairman of the Management Board
Coop Pank AS
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