Notice on convening Extraordinary General Meeting of Shareholders 20.12

Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) convenes the Extraordinary General Meeting of Shareholders, which will be held on 22nd January, 2019 at 10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6th floor.

The registration of participants in the Meeting will commence at 9:30 at the location of the Meeting.

Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the Agenda of the Extraordinary General Meeting of Shareholders is as follows:

1.   Approval of the merger agreement between AS Ekspress Grupp, OÜ Ekspress Finance and OÜ Ekspress Digital

The management board of AS Ekspress Grupp makes the following proposals to the shareholders about the items of the agenda:

1. Approval of the merger agreement between AS Ekspress Grupp, OÜ Ekspress Finance and OÜ Ekspress Digital

To approve the merger agreement signed between AS Ekspress Grupp, OÜ Ekspress Finance and OÜ Ekspress Digital on December 19, 2018, which is proven by notary of Tallinn, Tea Türnpuu.

The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined 7 days prior to the General Meeting, i.e. on 14th January, 2019 at the end of the working day of the settlement system.

All documents concerning the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, are available on the homepage of AS Ekspress Grupp at www.egrupp.ee, as well as at the seat of AS Ekspress Grupp, Parda 6, Tallinn, 6th floor, on business days from 10:00 to 16:00 starting from the date of notification of the Extraordinary General Meeting until the date of the Extraordinary General Meeting (inclusive).

At the Meeting, the shareholders are entitled to receive information on the activities of AS Ekspress Grupp from the Management Board. If the Management Board of AS Ekspress Grupp refuses to provide information, the shareholders may demand that the General Meeting decides on the legitimacy of their demand, or submit, within two weeks, an application to court in proceedings on petition to require the Management Board to provide the information.

Shareholders whose shares represent at least 1/20 of the share capital are entitled to present a draft resolution on each agenda item to AS Ekspress Grupp at least 3 days prior to the General Meeting, i.e. until 18th January, 2019, by submitting it in writing to e-mail address: egrupp@egrupp.ee.

Shareholders whose shares represent at least 1/20 of the share capital are entitled to request the inclusion of additional items in the agenda of the General Meeting of AS Ekspress Grupp, provided that the request is submitted 15 days prior to the General Meeting at the latest, i.e. until 6th January, 2019, by submitting it in writing to e-mail address: egrupp@egrupp.ee.

As at 20th December, 2018, the share capital of AS Ekspress Grupp is 17,878,104.60 euros. The total number of shares is 29,796,841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp’s 17,527 own shares.

For the registration of participants in the Extraordinary General Meeting of Shareholders, we kindly ask:

shareholders who are natural persons to present an identity document (e.g. passport or ID card) and representatives of shareholders who are natural persons to present an identity document and a written document certifying their authorisation;

representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register where the legal person is registered (issued no more than 7 days prior to presenting), and the identity document of the representative. In the case of legal persons registered in a foreign country, the extract from the register must be legalised or certified by an apostil, unless stipulated otherwise in international agreements. Transactional representatives of shareholders who are legal persons must, in addition to the aforementioned documents, present a written document certifying their authorisation. AS Ekspress Grupp may also register a shareholder who is a legal person in a foreign country as a participant in the General Meeting if all the required data concerning the legal person and the representative is contained in a notarised authorisation document issued in the foreign country and the authorisation document is acceptable in Estonia.

Prior to the General Meeting, shareholders may give notice of the appointment of a representative and the withdrawal by the principal of the authorisation via e-mail to the address egrupp@egrupp.ee or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6th floor (on business days from 10:00 to 16:00) by 16:00 on 21st January, 2019 at the latest, using the templates available on the homepage of AS Ekspress Grupp, www.egrupp.ee. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp, www.egrupp.ee

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