News
Notice to Convene Annual General Meeting
Dear Shareholder of AS Ekspress Grupp,
At the request of the Supervisory Board, the Management Board of AS Ekspress Grupp (registry code 10004677, registered address at Narva mnt 11E, 10151 Tallinn) is calling the Annual General Meeting of Shareholders on 30 March 2010 at 12:00 AM. The meeting shall be held in Tallinn, in Gamma conference hall of Reval Hotel Olümpia at the address Liivalaia 33. The Annual General Meeting of Shareholders is called in order to approve the Annual Report of financial year 2009, to allocate profits, to nominate an auditor, to make changes in the Supervisory Board and to increase share capital.
Registration of participants at the Annual General Meeting begins at 11:30 AM at the place of the meeting.
According to the resolution of the Supervisory Board of AS Ekspress Grupp from 23 February 2010, the agenda of the Annual General Meeting shall be as follows:
1) Approval of the Annual Report of 01.01.2009 – 31.12.2009 of AS Ekspress Grupp
2) Allocation of profits
3) Nomination of an auditor and determination of the procedure of remuneration of an auditor
4) Recall of members of the Supervisory Board
5) Election and renewal of authorities of members of the Supervisory Board
6) Increase of share capital
The Supervisory Board of AS Ekspress Grupp shall make the following proposals to the shareholders:
- Approval of the Annual Report of 01.01.2009 – 31.12.2009 of AS Ekspress Grupp
To approve the Supervisory Board comprises of 6 members. After the changes in the Supervisory Board, the members of the Supervisory Board are Mr. Ville Jehe, Mr. Aavo Kokk, Mr. Hans H. Luik, Mr. Viktor Mahhov, Mr. Antti Mikael Partanen and Mr. Harri Helmer Roschier.
6. Increase of share capital
To ensure the improved liquidity of the companies of AS Ekspress Grupp and to successfully restructure the companies of AS Ekspress Grupp, the Supervisory Board proposes to increase the share capital of AS Ekspress Grupp by monetary contributions on the following terms and conditions:
6.1. to issue 8 948 000 new shares with the nominal value of EEK 10 (EUR 0.64) per share, whereby to list aforesaid shares on NASDAQ OMX Tallinn Stock Exchange. As a result of this increase of share capital, the new size of share capital is EEK 297 968 410 (EUR 19 051 689);
6.2. upon the increasing the share capital, to offer the new shares to the existing shareholders and to new investors, whereby the existing shareholders of AS Ekspress Grupp shall grant the subscription rights to subscribe new shares in proportion to the sum of the nominal values of the shareholder’s share. To grant subscription rights to the shareholders fixed in the shareholders list as at 14 April 2010 at 11:59 PM;
6.3. to carry out the subscription of new shares from 16 April 2010 until 3 May 2010 at 2:00 PM;
6.4. to grant to the existing shareholders 1 (one) subscription right per each existing share held. 2.33 (two point thirty three) subscription rights shall grant the right to subscribe for 1 (one) new share. In case subscription rights do not entitle to subscribe integer number of new shares, to round down the number of subscribable new shares to the closest integer number. The specific allocation principles of the new shares shall be stipulated in the public offering prospectus of AS Ekspress Grupp;
6.5. in case of over-subscription, not to issue shares in addition and in case of under-subscription to cancel new shares which are not subscribed during the subscription period or prolong the subscription period. To grant the right to cancel new shares or prolong the subscription period to the Management Board of AS Ekspress Grupp within 15 days after the end of the subscription period;
6.6. to issue new shares with a nominal value of EEK 10 (EUR 0.64) and premium is EEK 3.77 (EUR 0.24) per share;
6.7. new shares shall be paid by monetary contribution, whereby the due date of payment shall be 6 May 2010. To stipulate the instructions to subscribe new shares (incl. place for subscription) in the public offering prospectus of AS Ekspress Grupp;
6.8. 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.
AS Ekspress Grupp is planning to submit an application to list the subscription rights on NASDAQ OMX Tallinn Stock Exchange, whereby respective trading with the subscription rights shall presumably begin on 16 April 2010 and end on 27 April 2010.
The list of the shareholders who have right to attend at the Annual General Meeting of Shareholders shall be determined on 23 March 2010 at 11:59 PM.
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For the registration procedure of the Annual General Meeting we ask the following:
A shareholder in person to present the identity document (e.g. passport or ID card) and a representative of the shareholder in person to present the identity document and duly signed written document stipulating the power to represent.
The representative of a shareholder (legal person) to present an extract (or other similar document) from the relevant commercial registry of the state where the legal person is located (issued not more than 7 days prior to the date of Annual General Meeting) and the identity document of the representative. The extract from registry abroad shall be legalised or certified with apostille, unless an international agreement stipulates otherwise. The authorised representative of a shareholder (legal person) shall present, in addition to the documents named hereinabove, the written document stipulating the power to represent which is duly issued by the legal representative of the shareholder. AS Ekspress Grupp is entitled to register the abroad located shareholder as a participant of Annual General Meeting in case all the requisite data of the legal person and its representative are contained in a Power Attorney issued to the representative and certified by a notary public aboard and the Power Attorney is acceptable in Estonia.
A shareholder may notify AS Ekspress Grupp of the nomination of a representative and of the withdrawal of the authorisation prior to the date of the Annual General Meeting on the e-mail address diana@egrupp.ee or by delivering the aforesaid documents to the office of AS Ekspress Grupp at Narva mnt 11E, 6th floor (on business days form 10.00 AM to 4:00 PM) latest on 29 March 2010 by 4:00 PM and the forms of the documents provided for on the website of AS Ekspress Grupp at http://www.egrupp.ee shall be used. The information about the nomination of a representative and of the withdrawal of the authorisation can be found of the website of AS Ekspress Grupp at http://www.egrupp.ee.
All materials of the Annual General Meeting, among other, the drafts of the resolutions, the Annual Report of financial year 2009 of AS Ekspress Grupp, the auditor’s report and the profit allocation proposal, may be examined on the website of AS Ekspress Grupp at the address http://www.egrupp.ee and on in the office of AS Ekspress Grupp at Narva Road 11E, 6th floor on business days from 10.00 AM to 4:00 PM from the date of convening the Annual General Meeting until the date of the Annual General Meeting (incl.)
At the General Meeting a shareholder has the right to receive information on the activities of AS Ekspress Grupp from the Management Board. In case the Management refuses to give information, the shareholder may demand that the General Meeting decide on the legality of the shareholder’s request, or file, within 2 weeks after the General Meeting, a petition to a court in order to obligate the Management Board to give information.
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 Annual General Meeting, i.e., 29 March 2010, by sending those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.
The shareholders whose shares represent at least 1/20 of the share capital may request items be included on the agenda for the Annual General Meeting, in case such request is presented at latest by 15 days prior to the Annual General Meeting, i.e., 15 March 2010, by sending those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.
Sincerely yours,
Gunnar Kobin
Chief Executive Officer
Mobile: +372 5188 111
e-mail: gunnar@egrupp.ee
Attachments:
Report of the Supervisory Board.doc