Nasdaq Tallinn: Resolutions of the special general meeting of shareholders of Coop Pank AS

The special general meeting of shareholders of Coop Pank aktsiaselts (registry
code 10237832, address Narva mnt 4, Tallinn, 15014; hereinafter the Company)
was held on 8 November 2019 at 11:00 (Estonian time) at Company's address Narva
mnt 4, Tallinn, Estonia. 

61,102,948 votes were represented at the meeting, representing 98.2% of
Company's share capital, and thus the general meeting had a quorum. 

The agenda and resolutions of the general meeting were following:

1. Amendment of articles of association

The general meeting decided to amend the articles of association of the Company
and to approve the new wording of the articles of association as submitted to
the general meeting. 

The resolution was adopted by 61,102,948 votes, representing 98.2% of the votes
represented by all shares. 

2. Conditional increase of Company's share capital and arrangement of public
offering, admission to trading and listing of shares 

2.1. In connection with the intended public offering of Company's shares and
application for listing and admission to trading of the Company's shares in the
Baltic Main List of Nasdaq Tallinn Stock Exchange, to conditionally increase
Company's share capital in accordance with Article 3512 of the Commercial Code,
under the following conditions: 

2.1.1. To conditionally increase Company's share capital by 21,929,315.04 EUR,
i.e. from 42,400,000.34 EUR to 64,329,315.38 EUR. The new conditional amount of
Company's share capital will be 64,329,315.38 EUR. 

2.1.2.The purpose of the conditional increase of Company's share capital is to
arrange public offering and listing and admission to trading of all Company'
shares in the Baltic Main List of Nasdaq Tallinn Stock Exchange (hereinafter
the Exchange). 

2.1.3. In accordance with Article 3512 (2) and (4) of the Commercial Code,
Company's Management Board has the right to issue up to 32,180,155 new ordinary
shares without nominal value, with a book value of 0.6814546 EUR. The final
number and distribution of the shares to be issued shall be determined by the
Management Board and the Supervisory Board of the Company, taking into account
the results of the public offering of shares and information provided in the
prospectus of the public offering, listing and admission to trading
(hereinafter the Prospectus). 

2.1.4.Pursuant to Article 345 of the Commercial Code, to exclude the
pre-emptive right of existing shareholders to subscribe for new shares.
Eligible for subscribing the shares of the Company, issued in the course of
conditional increase of Company's share capital, are the retail investors in
the Republic of Estonia (including the existing shareholders of the Company),
the Republic of Latvia and the Republic of Lithuania, to whom the shares of the
Company shall be offered as part of the public offering; as well as selected
institutional investors from the jurisdictions of the European Economic Area,
to whom the shares of the Company shall be offered in the course of private
placement pursuant to the provisions of the Prospectus. 

2.1.5. The shares shall be issued with a share premium, the premium ranges
between 0.4685454 EUR to 0.7685454 EUR per share. The final range of issue
price of the shares (incl. the final amount of share premium applicable to the
issue of shares) for the Prospectus of public offering shall be determined by
the Supervisory Board after completion of the process of identifying the demand
of the offering, directed at institutional investors. The amount of the premium
shall in no case be less than the abovementioned minimum limit of share
premium, but may, depending on demand and other circumstances, be set at a
higher value. The final issue price of the shares shall be disclosed not later
than within 3 working days after the closing of the public offer via the
information system of the Exchange. 

2.1.6. New shares shall be paid for with monetary contributions. The
subscription of new shares (incl. the subscription period of the shares) and
their payment shall be made in accordance with the procedure specified in the
Prospectus to be published before the public offering of the shares. Depending
on the progress of the public offering, the Management Board has the right to
change the term of exercise of the subscription right (incl. extension). 

2.1.7. The new shares to be issued in the process of intended public offering
shall grant the new shareholders the dividend rights beginning from the
dividends paid for the financial year commencing on 01.01.2019. 

2.2. To arrange the public offering of shares in accordance with the Prospectus
to be registered and to list all shares of the Company in the Baltic Main List
of Nasdaq Tallinn Stock Exchange. 

The resolution was adopted by 61,102,948 votes, representing 98.2% of the votes
represented by all shares. 


3. Approval of Company's dividend policy

The general meeting decided to approve the dividend policy of the Company.
The resolution was adopted by 61,102,948 votes, representing 98.2% of the votes
represented by all shares. 


4. Approval of Company's share option programme

The general meeting decided to approve the share option programme of the
Company. 
The resolution was adopted by 61,081,628 votes, representing 98.17% of the
votes represented by all shares. 

The minutes of the general meeting shall be made available to the shareholders
not later than within 7 (seven) days from the date of the general meeting at
Company's registered office, Narva mnt 4, Tallinn, Estonia, and shall be
available on working days from 9:00 to 17:00. 



Coop Pank, based on Estonian capital, is one of the five universal banks
operating in Estonia. It has 15 branch offices and 28 banking points all over
the country. The number of clients using Coop Pank for their daily banking has
reached 58,300. Coop Pank aims to put the synergy generated by the interaction
of retail business and banking to good use and to bring everyday banking
services closer to people's homes. The strategic shareholder of the bank is the
domestic retail chain Coop Eesti comprising 330 stores. 





Kerli Lõhmus
CFO
Tel: [phone]
e-mail: [e-mail]

www.cooppank.ee