News
2010-01-18
Withdrawal of the notice to convene Extraordinary General Meeting of Shareholders and announcement of new notice to convene Extraordinary General Meeting
Pursuant to the mistakes related to the observance of the order for the calling of the meeting in the announcement calling the Extraordinary General Meeting of AS Ekspress Grupp, published on 7 January 2010 (the time for the Extraordinary General Meeting was wrongfully specified as 28 January 2010, which did not leave the legally required period of three weeks between the publication of the announcement and the time of the meeting), the management board of AS Ekspress Grupp hereby cancels said announcement and hereby publishes the new announcement calling the Extraordinary General Meeting.
Notice to convene Extraordinary General Meeting of Shareholders
The management board of AS Ekspress Grupp (registry code 10004677, address Narva mnt 11E, 10151 Tallinn) calls the Extraordinary General Meeting of Shareholders on 9 February 2010 at 12.00.
The meeting will be held in Tallinn, in the conference hall of the Radisson BLU Hotel Tallinn (Rävala pst 3) named Hansa, which is located on the 1st floor of the hotel. The extraordinary general meeting is called in order to increase the share capital for increasing the liquidity of the company, make changes in the membership of the Supervisory Board and renew the authorisations of a member of the Supervisory Board.
The list of the voting shareholders who have right to attend the Extraordinary General Meeting of Shareholders shall be determined on 2 February 2010 at 23.59. Registration for the meeting shall be open on the day of the meeting, at 11.30, at the place of the meeting. To register, please take a personal identification document with you. If a shareholder participates in the General Meeting of Shareholders through a representative, they must notify AS Ekspress Grupp of the appointment of the representative (and the withdrawal of the authorisation from the representative) either in writing or electronically, and in case of electronic notification, the respective document must be signed digitally. The legal representative of a legal person registered abroad must have a statement from the respective register in which the legal person is registered and which shows their right of representation. If it is not a legal representative of the legal person registered abroad, a written authorisation must be presented in addition to a statement from the register. The documents of a legal person registered abroad must be legalised or certified with an apostil.
According to the resolution of the Supervisory Board of AS Ekspress Grupp from 4 January 2010, the agenda of the General Meeting shall be as follows:
1. Increase of share capital
2. Removal of Supervisory Board members
3. Renewal of the authorisations of Supervisory Board members
4. Election of Supervisory Board members
The Supervisory Board of AS Ekspress Grupp shall make the following proposals to the shareholders:
1. Increase of share capital
To ensure the better liquidity of the companies of AS Ekspress Grupp and successfully restructure the companies of AS Ekspress Grupp, the Supervisory Board of AS Ekspress Grupp proposes the increase of the share capital of AS Ekspress Grupp by way of monetary and non-monetary contributions on the following terms and conditions:
(i) To issue 8 896 800 new shares with the nominal value of EEK 10 per share. As a result of the increase of share capital, the new size of share capital is EEK 297 456 410.
(ii) Upon the increase of share capital, the right to subscribe about 6 250 000 new shares to be given to existing shareholders of AS Ekspress Grupp and to any other interested party. Grant the existing shareholders a pre-emptive subscription right to subscribe about 1 562 000 shares according to the provisions of clause 1. (v) of the present resolution and rule out the pre-emptive subscription right of the existing shareholders in the part exceeding it. The reason for such restriction on the use of the pre-emptive right for shares is the goal of AS Ekspress Grupp to involve new investors in the circle of shareholders. Grant the pre-emptive right to subscribe shares according to the present clause to the shareholders who as at 8 February 2010 at 23.59 are entered in the list of shareholders.
(iii) About 2 646 800 new shares shall be offered directly, in the manner of that existing shareholders shall not have pre-emptive right to subscribe new shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The deadline for the submission of a relevant declaration of intention is two weeks as of the adoption of the decision to increase share capital. Shares subscribed in the course of private placement shall be paid for in the form of a non-monetary contribution by settling the claims arising from the loan contract and bonds on 4 March 2010 at 14.00 at the latest.
(iv) The subscription of new shares referred to in clause 1. (ii) shall begin on 15 February 2010 on the precondition that the Financial Supervisory Authority has approved the public offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as of the beginning of subscription, i.e., presumably until 1 March 2010. If the Financial Supervisory Authority has not approved the public offering prospectus by the designated date, AS Ekspress Grupp shall inform of the schedule of the subscription period in the same manner as this notice to convene Extraordinary General Meeting of Shareholders was published. The Management Board of AS Ekspress Grupp shall be granted the right to extend the deadline for subscription and cancel the shares that have not been subscribed during the subscription period. The Management Board may execute aforementioned rights within 15 days as of the end of the subscription period. No additional shares shall be issued at oversubscription.
(v) Grant existing shareholders one subscription right per each existing share in the framework of the planned public issue of shares. For exercising the pre-emptive right to subscribe shares in the framework of a public offering, 4 subscription rights are needed per each new share. The exact principles for the allocation of new shares shall be stipulated in the prospectus of AS Ekspress Grupp, which shall also specify where and how applications can be submitted for the subscription of shares.
(vi) To issue all new shares with a nominal value of EEK 10 and an issue premium of a minimum of EEK 3.77 per share, and the Supervisory Board may determine a higher issue premium until the beginning of subscription.
(vii) Publicly offered shares shall be paid for by way of a monetary contribution whereby the due date of payment shall be 4 March 2010 at 14.00.
(viii) New shares shall grant the shareholder a right to receive dividends for the financial year that began on 1 January 2009 if the payment of dividends is decided upon.
2. Removal of Supervisory Board members
Remove the Supervisory Board members Kalle Norberg, personal identification code 36605102722, and Harmo Värk, personal identification code 36308250347.
3. Renewal of the authorisations of Supervisory Board members
Renew the authorisations of current Supervisory Board member Hans Luik, personal identification code 36103200263, by 5 years.
4. Election of Supervisory Board members
Elect Aavo Kokk, personal identification code 36410042742, place of residence Tallinn, as a new Supervisory Board member. At present, the Supervisory Board of the Company comprises 6 members.
The shareholders whose shares represent at least 1/20 of the share capital may submit draft resolutions regarding each item on the agenda within three days at the latest prior to the General Meeting, i.e., 6 February 2010, by sending those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.
Any questions concerning the items on the agenda of the General Meeting can be sent to the e-mail address gunnar@egrupp.ee. The relevant materials concerning the Extraordinary General Meeting of Shareholders are available on the website of the company on the Internet at www.egrupp.ee.
Additional information concerning the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp – draft resolutions.
9 February 2010
Agenda of the Extraordinary General Meeting of Shareholders shall be as follows:
5. Increase of share capital
6. Removal of Supervisory Board members
7. Renewal of the authorisations of Supervisory Board members
8. Election of Supervisory Board members
AS EKSPRESS GRUPP
Extraordinary General Meeting of Shareholders
DECISION no 1 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)2) and subsection 345(1) and (4) and subsection 347(3) of the Estonian Commercial Code, the General Meeting decides:
To increase the share capital of AS Ekspress Grupp by way of monetary and non-monetary contributions on the following terms and conditions:
(ix) To issue 8 896 800 new shares with the nominal value of EEK 10 per share. As a result of the increase of share capital, the new size of share capital is EEK 297 456 410.
(x) Upon the increase of share capital, the right to subscribe about 6 250 000 new shares to be given to existing shareholders of AS Ekspress Grupp and to any other interested party. Grant the existing shareholders a pre-emptive subscription right to subscribe about 1 562 000 shares according to the provisions of clause (xiii) of the present resolution and rule out the pre-emptive subscription right of the existing shareholders in the part exceeding it. The reason for such restriction on the use of the pre-emptive right for shares is the goal of AS Ekspress Grupp to involve new investors in the circle of shareholders. Grant the pre-emptive right to subscribe shares according to the present clause to the shareholders who as at 8 February 2010 at 23.59 are entered in the list of shareholders.
(xi) About 2 646 800 new shares shall be offered directly, in the manner of that existing shareholders shall not have pre-emptive right to subscribe new shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The deadline for the submission of a relevant declaration of intention is two weeks as of the adoption of the decision to increase share capital. Shares subscribed in the course of private placement shall be paid for in the form of a non-monetary contribution by settling the claims arising from the loan contract and bonds on 4 March 2010 at 14.00 at the latest.
(xii) The subscription of new shares referred to in clause (x) shall begin on 15 February 2010 on the precondition that the Financial Supervisory Authority has approved the public offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as of the beginning of subscription, presumably until 1 March 2010 inclusively. If the Financial Supervisory Authority has not approved the public offering prospectus by the designated date, AS Ekspress Grupp shall inform of the schedule of the subscription period in the same manner as this notice to convene Extraordinary General Meeting of Shareholders was published. The Management Board of AS Ekspress Grupp shall be granted the right to extend the deadline for subscription and cancel the shares that have not been subscribed during the subscription period. The Management Board may execute aforementioned rights within 15 days as of the end of the subscription period. No additional shares shall be issued at oversubscription.
(xiii) Grant existing shareholders one subscription right per each existing share in the framework of the planned public issue of shares. For exercising the pre-emptive right to subscribe shares in the framework of a public offering, 4 subscription rights are needed per each new share. The exact principles for the allocation of new shares shall be stipulated in the prospectus of AS Ekspress Grupp, which shall also specify where and how applications can be submitted for the subscription of shares.
(xiv) To issue all new shares with a nominal value of EEK 10 and an issue premium of a minimum of EEK 3.77 per share, and the Supervisory Board may determine a higher issue premium until the beginning of subscription.
(xv) Publicly offered shares shall be paid for by way of a monetary contribution whereby the due date of payment shall be 4 March 2010 at 14.00.
(xvi) New shares shall grant the shareholder a right to receive dividends for the financial year that began on 1 January 2009 if the payment of dividends is decided upon.
DECISION no 2 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:
Remove the Supervisory Board members Kalle Norberg, personal identification code 36605102722, and Harmo Värk, personal identification code 36308250347.
DECISION no 3 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:
Renew the authorisations of current Supervisory Board member Hans Luik, personal identification code 36103200263, by 5 years.
DECISION no 4 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:
Elect Aavo Kokk, personal identification code 36410042742, place of residence Tallinn, as a new Supervisory Board member. At present, the Supervisory Board of the Company comprises 6 members.
Information about the procedure of exercising the rights set forth in § 287, § 293 sections 2 and § 293¹ section 4 of the Commercial Code and the time limits thereof
A shareholder has the right to receive information on the activities of the public limited company from the Management Board at the Extraordinary General Meeting. The Management Board may refuse to provide 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 provide information, the shareholder may demand that the Extraordinary General Meeting decide on the legality of the shareholder’s request or to file, within two weeks after the Extraordinary General Meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to provide the information (§ 287 of the Commercial Code)
The requested information shall be sent to the public limited company latest by 5 February 2010 in writing on the address: AS Ekspress Grupp, Narva mnt 11e, 10151, Tallinn.
The shareholders representing at least one-twentieth of the share capital may present the public limited company a draft resolution for every item of the agenda. This right may not be exercised after 6 February 2010, i.e 3 days before the date of the Extraordinary General Meeting ( § 293¹ section 4 of the Commercial Code). The draft resolution shall be sent to the public limited company in writing on the address: AS Ekspress Grupp, Narva mnt 11e, 10151, Tallinn.
Information about the shares mentioned in § 294¹ section 1 subsection 3 of the Commercial Code and the total number of rights to vote attaching to the shares
The share capital of AS Ekspress Grupp as at 18 January 2010 is EEK 208 488 410. There are a total of 20 848 841 shares, whereas every share grants one vote.
Information about the procedure for nomination of a representative or withdrawal of the authorization to represent based on § 294¹ section 1 subsection 4 and § 297 section 4¹ of the Commercial Code
The procedure for nomination of a representative
It is possible to nominate a representative using the form of the Power of Attorney about the nomination as published on the home page of AS Ekspress Grupp in the following ways:
1) The form of the Power of Attorney published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, printed out thereafter and signed by the shareholder granting the power of attorney or its representative(s) and delivered to the authorized representative. The authorized representative shall present the Power of Attorney to the Extraordinary General Meeting, filled in and duly signed by the shareholder or its legal representative(s) and other necessary documents certifing the right of representation;
2) The form of the Power of Attorney published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data and signed digitally by the shareholder granting the power of attorney or its representative(s) and sent to AS Ekspress Grupp on the e-mail address gunnar@egrupp.ee latest by 5 February 2010 at 16.00. In such case the authorized representative is not expected to present a Power of Attorney at the registration to the Extraordinary General Meeting;
3) The form of the Power of Attorney published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, whereafter the filled in Power of Attorney shall be printed out, signed by the shareholder granting the power of attorney or its representative(s) and delivered to the office of AS Ekspress Grupp at Narva mnt 11e in Tallinn 5th Floor (on business days from 9.00 to 16.00) latest by 5 February 2010 by 16.00. In such case the authorized representative is not expected to present a Power of Attorney at the registration to the Extraordinary General Meeting.
In case the Power of Attorney mentioned hereinabove is issued by an authorized representative, then the Power of Attorney authorizing to grant an authorization to represent at the Extraordinary General Meeting shall be in the same form as published on the home page of AS Ekspress Grupp. An authorized representative may grant a further authorization to represent only if he/she is empowered to do so by the legal representative(s).
In case the above mentioned Power of Attorney is not filled in properly or is filled in insufficiently then AS Ekspress Grupp may disregard it.
The contact information provided for the verification of the validity of the Power of Attorney is treated as confidential and AS Ekspress Grupp shall not use them for any other purposes than the verification.
Procedure for withdrawal of the authorization of a representative
It is possible to withdraw an authorization of a representative using the form of the withdrawal of the authorization granted with the Power of Attorney as published on the home page of AS Ekspress Grupp in the following ways
1) The form of the withdrawal of the authorization of a representative published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, signed digitally by the shareholder who granted the power of attorney or its representative(s) and thereafter sent to AS Ekspress Grupp on email address gunnar@egrupp.ee latest by 7 February 2010 at 16.00;
2) The form of the withdrawal of the authorization of a representative published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, thereafter the filled in form shall be printed out and signed by the shareholder who granted the power of attorney or its representative(s) and delivered to the office of AS Ekspress Grupp at Narva mnt 11e in Tallinn, 5th Floor (on business days from 9.00 to 16.00) latest by 7 February 2010 at 16.00;
The contact information provided for the verification of the validity of the notification is treated as confidential and AS Ekspress Grupp shall not use them for any other purposes than the verification of the Power of Attorney.
Upon questions please turn to AS Ekspress Grupp by sending an email on gunnar@egrupp.ee.
Forms:
Form for nomination of a representative – „AUTHORISATION DOCUMENT TO EXERCISE RIGHTS OF THE SHAREHOLDER AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS“
(.DOC/.PDF)
Form for withdrawal of the authorization of a representative – „NOTICE OF WITHDRAWAL OF AUTHORISATION DOCUMENT ISSUED TO EXERCISE RIGHTS OF THE SHAREHOLDER “
(.DOC/.PDF)
Additional information:
Gunnar Kobin
Chairman of the Management Board
GSM: +372 5188111
E-mail: gunnar@egrupp.ee
Notice to convene Extraordinary General Meeting of Shareholders
The management board of AS Ekspress Grupp (registry code 10004677, address Narva mnt 11E, 10151 Tallinn) calls the Extraordinary General Meeting of Shareholders on 9 February 2010 at 12.00.
The meeting will be held in Tallinn, in the conference hall of the Radisson BLU Hotel Tallinn (Rävala pst 3) named Hansa, which is located on the 1st floor of the hotel. The extraordinary general meeting is called in order to increase the share capital for increasing the liquidity of the company, make changes in the membership of the Supervisory Board and renew the authorisations of a member of the Supervisory Board.
The list of the voting shareholders who have right to attend the Extraordinary General Meeting of Shareholders shall be determined on 2 February 2010 at 23.59. Registration for the meeting shall be open on the day of the meeting, at 11.30, at the place of the meeting. To register, please take a personal identification document with you. If a shareholder participates in the General Meeting of Shareholders through a representative, they must notify AS Ekspress Grupp of the appointment of the representative (and the withdrawal of the authorisation from the representative) either in writing or electronically, and in case of electronic notification, the respective document must be signed digitally. The legal representative of a legal person registered abroad must have a statement from the respective register in which the legal person is registered and which shows their right of representation. If it is not a legal representative of the legal person registered abroad, a written authorisation must be presented in addition to a statement from the register. The documents of a legal person registered abroad must be legalised or certified with an apostil.
According to the resolution of the Supervisory Board of AS Ekspress Grupp from 4 January 2010, the agenda of the General Meeting shall be as follows:
1. Increase of share capital
2. Removal of Supervisory Board members
3. Renewal of the authorisations of Supervisory Board members
4. Election of Supervisory Board members
The Supervisory Board of AS Ekspress Grupp shall make the following proposals to the shareholders:
1. Increase of share capital
To ensure the better liquidity of the companies of AS Ekspress Grupp and successfully restructure the companies of AS Ekspress Grupp, the Supervisory Board of AS Ekspress Grupp proposes the increase of the share capital of AS Ekspress Grupp by way of monetary and non-monetary contributions on the following terms and conditions:
(i) To issue 8 896 800 new shares with the nominal value of EEK 10 per share. As a result of the increase of share capital, the new size of share capital is EEK 297 456 410.
(ii) Upon the increase of share capital, the right to subscribe about 6 250 000 new shares to be given to existing shareholders of AS Ekspress Grupp and to any other interested party. Grant the existing shareholders a pre-emptive subscription right to subscribe about 1 562 000 shares according to the provisions of clause 1. (v) of the present resolution and rule out the pre-emptive subscription right of the existing shareholders in the part exceeding it. The reason for such restriction on the use of the pre-emptive right for shares is the goal of AS Ekspress Grupp to involve new investors in the circle of shareholders. Grant the pre-emptive right to subscribe shares according to the present clause to the shareholders who as at 8 February 2010 at 23.59 are entered in the list of shareholders.
(iii) About 2 646 800 new shares shall be offered directly, in the manner of that existing shareholders shall not have pre-emptive right to subscribe new shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The deadline for the submission of a relevant declaration of intention is two weeks as of the adoption of the decision to increase share capital. Shares subscribed in the course of private placement shall be paid for in the form of a non-monetary contribution by settling the claims arising from the loan contract and bonds on 4 March 2010 at 14.00 at the latest.
(iv) The subscription of new shares referred to in clause 1. (ii) shall begin on 15 February 2010 on the precondition that the Financial Supervisory Authority has approved the public offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as of the beginning of subscription, i.e., presumably until 1 March 2010. If the Financial Supervisory Authority has not approved the public offering prospectus by the designated date, AS Ekspress Grupp shall inform of the schedule of the subscription period in the same manner as this notice to convene Extraordinary General Meeting of Shareholders was published. The Management Board of AS Ekspress Grupp shall be granted the right to extend the deadline for subscription and cancel the shares that have not been subscribed during the subscription period. The Management Board may execute aforementioned rights within 15 days as of the end of the subscription period. No additional shares shall be issued at oversubscription.
(v) Grant existing shareholders one subscription right per each existing share in the framework of the planned public issue of shares. For exercising the pre-emptive right to subscribe shares in the framework of a public offering, 4 subscription rights are needed per each new share. The exact principles for the allocation of new shares shall be stipulated in the prospectus of AS Ekspress Grupp, which shall also specify where and how applications can be submitted for the subscription of shares.
(vi) To issue all new shares with a nominal value of EEK 10 and an issue premium of a minimum of EEK 3.77 per share, and the Supervisory Board may determine a higher issue premium until the beginning of subscription.
(vii) Publicly offered shares shall be paid for by way of a monetary contribution whereby the due date of payment shall be 4 March 2010 at 14.00.
(viii) New shares shall grant the shareholder a right to receive dividends for the financial year that began on 1 January 2009 if the payment of dividends is decided upon.
2. Removal of Supervisory Board members
Remove the Supervisory Board members Kalle Norberg, personal identification code 36605102722, and Harmo Värk, personal identification code 36308250347.
3. Renewal of the authorisations of Supervisory Board members
Renew the authorisations of current Supervisory Board member Hans Luik, personal identification code 36103200263, by 5 years.
4. Election of Supervisory Board members
Elect Aavo Kokk, personal identification code 36410042742, place of residence Tallinn, as a new Supervisory Board member. At present, the Supervisory Board of the Company comprises 6 members.
The shareholders whose shares represent at least 1/20 of the share capital may submit draft resolutions regarding each item on the agenda within three days at the latest prior to the General Meeting, i.e., 6 February 2010, by sending those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.
Any questions concerning the items on the agenda of the General Meeting can be sent to the e-mail address gunnar@egrupp.ee. The relevant materials concerning the Extraordinary General Meeting of Shareholders are available on the website of the company on the Internet at www.egrupp.ee.
Additional information concerning the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp – draft resolutions.
9 February 2010
Agenda of the Extraordinary General Meeting of Shareholders shall be as follows:
5. Increase of share capital
6. Removal of Supervisory Board members
7. Renewal of the authorisations of Supervisory Board members
8. Election of Supervisory Board members
AS EKSPRESS GRUPP
Extraordinary General Meeting of Shareholders
DECISION no 1 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)2) and subsection 345(1) and (4) and subsection 347(3) of the Estonian Commercial Code, the General Meeting decides:
To increase the share capital of AS Ekspress Grupp by way of monetary and non-monetary contributions on the following terms and conditions:
(ix) To issue 8 896 800 new shares with the nominal value of EEK 10 per share. As a result of the increase of share capital, the new size of share capital is EEK 297 456 410.
(x) Upon the increase of share capital, the right to subscribe about 6 250 000 new shares to be given to existing shareholders of AS Ekspress Grupp and to any other interested party. Grant the existing shareholders a pre-emptive subscription right to subscribe about 1 562 000 shares according to the provisions of clause (xiii) of the present resolution and rule out the pre-emptive subscription right of the existing shareholders in the part exceeding it. The reason for such restriction on the use of the pre-emptive right for shares is the goal of AS Ekspress Grupp to involve new investors in the circle of shareholders. Grant the pre-emptive right to subscribe shares according to the present clause to the shareholders who as at 8 February 2010 at 23.59 are entered in the list of shareholders.
(xi) About 2 646 800 new shares shall be offered directly, in the manner of that existing shareholders shall not have pre-emptive right to subscribe new shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The deadline for the submission of a relevant declaration of intention is two weeks as of the adoption of the decision to increase share capital. Shares subscribed in the course of private placement shall be paid for in the form of a non-monetary contribution by settling the claims arising from the loan contract and bonds on 4 March 2010 at 14.00 at the latest.
(xii) The subscription of new shares referred to in clause (x) shall begin on 15 February 2010 on the precondition that the Financial Supervisory Authority has approved the public offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as of the beginning of subscription, presumably until 1 March 2010 inclusively. If the Financial Supervisory Authority has not approved the public offering prospectus by the designated date, AS Ekspress Grupp shall inform of the schedule of the subscription period in the same manner as this notice to convene Extraordinary General Meeting of Shareholders was published. The Management Board of AS Ekspress Grupp shall be granted the right to extend the deadline for subscription and cancel the shares that have not been subscribed during the subscription period. The Management Board may execute aforementioned rights within 15 days as of the end of the subscription period. No additional shares shall be issued at oversubscription.
(xiii) Grant existing shareholders one subscription right per each existing share in the framework of the planned public issue of shares. For exercising the pre-emptive right to subscribe shares in the framework of a public offering, 4 subscription rights are needed per each new share. The exact principles for the allocation of new shares shall be stipulated in the prospectus of AS Ekspress Grupp, which shall also specify where and how applications can be submitted for the subscription of shares.
(xiv) To issue all new shares with a nominal value of EEK 10 and an issue premium of a minimum of EEK 3.77 per share, and the Supervisory Board may determine a higher issue premium until the beginning of subscription.
(xv) Publicly offered shares shall be paid for by way of a monetary contribution whereby the due date of payment shall be 4 March 2010 at 14.00.
(xvi) New shares shall grant the shareholder a right to receive dividends for the financial year that began on 1 January 2009 if the payment of dividends is decided upon.
DECISION no 2 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:
Remove the Supervisory Board members Kalle Norberg, personal identification code 36605102722, and Harmo Värk, personal identification code 36308250347.
DECISION no 3 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:
Renew the authorisations of current Supervisory Board member Hans Luik, personal identification code 36103200263, by 5 years.
DECISION no 4 (draft)
Tallinn, 9 February 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:
Elect Aavo Kokk, personal identification code 36410042742, place of residence Tallinn, as a new Supervisory Board member. At present, the Supervisory Board of the Company comprises 6 members.
Information about the procedure of exercising the rights set forth in § 287, § 293 sections 2 and § 293¹ section 4 of the Commercial Code and the time limits thereof
A shareholder has the right to receive information on the activities of the public limited company from the Management Board at the Extraordinary General Meeting. The Management Board may refuse to provide 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 provide information, the shareholder may demand that the Extraordinary General Meeting decide on the legality of the shareholder’s request or to file, within two weeks after the Extraordinary General Meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to provide the information (§ 287 of the Commercial Code)
The requested information shall be sent to the public limited company latest by 5 February 2010 in writing on the address: AS Ekspress Grupp, Narva mnt 11e, 10151, Tallinn.
The shareholders representing at least one-twentieth of the share capital may present the public limited company a draft resolution for every item of the agenda. This right may not be exercised after 6 February 2010, i.e 3 days before the date of the Extraordinary General Meeting ( § 293¹ section 4 of the Commercial Code). The draft resolution shall be sent to the public limited company in writing on the address: AS Ekspress Grupp, Narva mnt 11e, 10151, Tallinn.
Information about the shares mentioned in § 294¹ section 1 subsection 3 of the Commercial Code and the total number of rights to vote attaching to the shares
The share capital of AS Ekspress Grupp as at 18 January 2010 is EEK 208 488 410. There are a total of 20 848 841 shares, whereas every share grants one vote.
Information about the procedure for nomination of a representative or withdrawal of the authorization to represent based on § 294¹ section 1 subsection 4 and § 297 section 4¹ of the Commercial Code
The procedure for nomination of a representative
It is possible to nominate a representative using the form of the Power of Attorney about the nomination as published on the home page of AS Ekspress Grupp in the following ways:
1) The form of the Power of Attorney published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, printed out thereafter and signed by the shareholder granting the power of attorney or its representative(s) and delivered to the authorized representative. The authorized representative shall present the Power of Attorney to the Extraordinary General Meeting, filled in and duly signed by the shareholder or its legal representative(s) and other necessary documents certifing the right of representation;
2) The form of the Power of Attorney published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data and signed digitally by the shareholder granting the power of attorney or its representative(s) and sent to AS Ekspress Grupp on the e-mail address gunnar@egrupp.ee latest by 5 February 2010 at 16.00. In such case the authorized representative is not expected to present a Power of Attorney at the registration to the Extraordinary General Meeting;
3) The form of the Power of Attorney published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, whereafter the filled in Power of Attorney shall be printed out, signed by the shareholder granting the power of attorney or its representative(s) and delivered to the office of AS Ekspress Grupp at Narva mnt 11e in Tallinn 5th Floor (on business days from 9.00 to 16.00) latest by 5 February 2010 by 16.00. In such case the authorized representative is not expected to present a Power of Attorney at the registration to the Extraordinary General Meeting.
In case the Power of Attorney mentioned hereinabove is issued by an authorized representative, then the Power of Attorney authorizing to grant an authorization to represent at the Extraordinary General Meeting shall be in the same form as published on the home page of AS Ekspress Grupp. An authorized representative may grant a further authorization to represent only if he/she is empowered to do so by the legal representative(s).
In case the above mentioned Power of Attorney is not filled in properly or is filled in insufficiently then AS Ekspress Grupp may disregard it.
The contact information provided for the verification of the validity of the Power of Attorney is treated as confidential and AS Ekspress Grupp shall not use them for any other purposes than the verification.
Procedure for withdrawal of the authorization of a representative
It is possible to withdraw an authorization of a representative using the form of the withdrawal of the authorization granted with the Power of Attorney as published on the home page of AS Ekspress Grupp in the following ways
1) The form of the withdrawal of the authorization of a representative published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, signed digitally by the shareholder who granted the power of attorney or its representative(s) and thereafter sent to AS Ekspress Grupp on email address gunnar@egrupp.ee latest by 7 February 2010 at 16.00;
2) The form of the withdrawal of the authorization of a representative published on the home page of AS Ekspress Grupp shall be filled in electronically with the requested data, thereafter the filled in form shall be printed out and signed by the shareholder who granted the power of attorney or its representative(s) and delivered to the office of AS Ekspress Grupp at Narva mnt 11e in Tallinn, 5th Floor (on business days from 9.00 to 16.00) latest by 7 February 2010 at 16.00;
The contact information provided for the verification of the validity of the notification is treated as confidential and AS Ekspress Grupp shall not use them for any other purposes than the verification of the Power of Attorney.
Upon questions please turn to AS Ekspress Grupp by sending an email on gunnar@egrupp.ee.
Forms:
Form for nomination of a representative – „AUTHORISATION DOCUMENT TO EXERCISE RIGHTS OF THE SHAREHOLDER AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS“
(.DOC/.PDF)
Form for withdrawal of the authorization of a representative – „NOTICE OF WITHDRAWAL OF AUTHORISATION DOCUMENT ISSUED TO EXERCISE RIGHTS OF THE SHAREHOLDER “
(.DOC/.PDF)
Additional information:
Gunnar Kobin
Chairman of the Management Board
GSM: +372 5188111
E-mail: gunnar@egrupp.ee