General Meeting of Shareholders

The general meeting is the highest governing body of AS Ekspress Grupp. Regular general meetings are held once a year not later than six months after the end of the financial year at the seat of the company. Extraordinary general meetings are allowed to be convened in cases prescribed by law.

Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp held on 29th of September, 2020

On 29th of September, 2020, the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda 6.

Out of 29 796 841 votes 21 446 212 votes were represented at the Meeting, i.e. 72.02% of the votes. All participating shareholders cast their votes electronically before the meeting.

The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.

1. Implementation of the share option program approved on 13.06.2017 and amendment of the shareholders’ general meeting resolution adopted on 13.06.2017

To approve the following activities required for the implementation of the option program:

1.1. Ekspress Grupp issues up to 1.3 million new shares with the nominal value of 0.6 euro each share. The shares are issued to the option program organizer chosen by the supervisory board.

1.2. Ekspress Grupp concludes an agreement on organising of the implementation of the option program with a trustworthy third party (option program organizer). Under the agreement the option program organizer obliges to purchase the shares issued for the implementation of the option program and sell these back to Ekspress Grupp for the nominal price of the shares and on the terms agreed upon between the parties.

1.3. To amend point 4.10 of the resolution of AS Ekspress Grupp annual shareholders’ general meeting dated 13.06.2017 and to phrase it as follows:

4.10. For implementation of the share option program the company obtains up to 1.3 million company’s own shares from the option program organizer in the period starting from the adoption of this resolution until 01.04.2021. The minimum and maximum acquisition price of own shares is the nominal price. AS Ekspress Grupp shall pay for the shares from assets exceeding the share capital and the legal reserve. The shares may not be encumbered with rights of third persons.

2. Preclusion of the shareholders’ preferential right to subscribe shares with regard to the shares to be issued for implementation of the 13.06.2017 share option program

To exclude the shareholders’ preferential right to subscribe shares which are issued for the implementation of the share option program approved on 13.06.2017.

3. Amendment of the Articles of Association

To add clause 5.9 to the Articles of Association in the following wording:

5.9. The Supervisory Board shall have the right, during a period of three years from the moment of entry into force of this wording of the Articles of Association, to increase the share capital by contributions of up to EUR 780,000 (seven hundred and eighty thousand).

4. Approval of the new share option program

To approve the share option program of AS Ekspress Grupp for the period 2021–2023.


EG põhikiri ENG 2020 09 29

Share Option Program 2021_2023 ENG


29.09.2020 Notice on convening Extraordinary General Meeting of Shareholders

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 29th of September, 2020 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.

The Management Board asks the shareholders to consider that due to the COVID-19 disease caused by the coronavirus it is advisable to minimize the extent of and participation in physical gatherings. Therefore, the Management Board urges the shareholders to vote on the draft resolutions prepared in respect to the items on the agenda of the general meeting using electronic means prior to the general meeting, and not to participate the general meeting in person.

In order to vote using electronic means the shareholders have to fill in a voting ballot – the ballot is attached to the notice on convening the general meeting both on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/) as well as of Ekspress Grupp (http://egrupp.ee/en), and forward it by e-mail to egrupp@egrupp.ee no later than 16.00 on 28 September 2020 either

  • signed digitally

or

  • scanned with a hand-written signature and with a copy of the personal information page of the identical document.

In addition to the voting ballot, the authorized representative of the shareholder has to submit a valid power of attorney in Estonian or in English in a form which can be reproduced in writing. The shareholder may use the template of power of attorney which is available on the homepage of Ekspress Grupp. In the case of a shareholder registered in a foreign country, please present in addition to the voting ballot a copy of the valid extract from the relevant commercial register which shows the representative’s right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or an official treated as such.

The exact procedure of the organisation of the electronic voting is also attached to the notice on convening the general meeting on the aforementioned websites.

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. Implementation of the share option program approved on 13.06.2017 and amendment of the shareholders’ general meeting resolution adopted on 13.06.2017
  2. Preclusion of the shareholders’ preferential right to subscribe shares with regard to the shares to be issued for implementation of the 13.06.2017 share option program
  3. Amendment of the Articles of Association
  4. Approval of the new share option program

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

1. Implementation of the share option program approved on 13.06.2017 and amendment of the shareholders’ general meeting resolution adopted on 13.06.2017

To approve the following activities required for the implementation of the option program:

1.1 Ekspress Grupp issues up to 1.3 million new shares with the nominal value of 0.6 euro each share. The shares are issued to the option program organizer chosen by the supervisory board.

1.2 Ekspress Grupp concludes an agreement on organising of the implementation of the option program with a trustworthy third party (option program organizer). Under the agreement the option program organizer obliges to purchase the shares issued for the implementation of the option program and sell these back to Ekspress Grupp for the nominal price of the shares and on the terms agreed upon between the parties.

1.3 To amend point 4.10 of the resolution of AS Ekspress Grupp annual shareholders’ general meeting dated 13.06.2017 and to phrase it as follows:

4.10 For implementation of the share option program the company obtains up to 1.3 million company’s own shares from the option program organizer in the period starting from the adoption of this resolution until 01.04.2021. The minimum and maximum acquisition price of own shares is the nominal price. AS Ekspress Grupp shall pay for the shares from assets exceeding the share capital and the legal reserve. The shares may not be encumbered with rights of third persons.

2. Preclusion of the shareholders’ preferential right to subscribe shares with regard to the shares to be issued for implementation of the 13.06.2017 share option program.

To exclude the shareholders’ preferential right to subscribe shares which are issued for the implementation of the share option program approved on 13.06.2017.

3. Amendment of the Articles of Association.

To add clause 5.9 to the Articles of Association in the following wording:

5.9. The Supervisory Board shall have the right, during a period of three years from the moment of entry into force of this wording of the Articles of Association, to increase the share capital by contributions of up to EUR 780,000 (seven hundred and eighty thousand).

4. Approval of the new share option program.

To approve the share option program of AS Ekspress Grupp for the period 2021–2023.

The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined seven days prior to the General Meeting, i.e. on 22nd September, 2020 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 and on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/).

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 26th September, 2020, by submitting it in writing to e-mail address: egrupp@egrupp.ee.

As at 7th September, 2020, 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:

  • The shareholders who are natural persons to present an identity document (e.g. passport or ID card) and the representatives of the shareholders who are natural persons to submit an identity document and a document in Estonian or English in a form which can be reproduced in writing certifying their authorisation;
  • The representatives of the shareholders who are foreign legal persons to submit a copy of the valid extract from the relevant commercial register which shows the representative’s right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or an official treated as such.
  • The authorised representatives of the shareholders to additionally submit a valid document certifying their authorisation in Estonian or English in a form which can be reproduced in writing. The shareholders may use the template of the power of attorney which is available on the homepage of Ekspress Grupp. Before the general meeting, the shareholders may notify of appointment of a representative and withdrawal of the power of attorney by the person to be represented by e-mail at the address egrupp@egrupp.ee or have the above document(s) delivered to the office of AS Ekspress Grupp at Parda 6, Tallinn 10151, 5th floor (on working days between 10.00 and 16.00) no later than 16.00 on 28 September 2020.

It is not possible to vote at the general meeting by mail.

AS Ekspress Grupp shall reserve the right not to convene the general meeting if it is evident that due to new government restrictions or other reasons the organisation of the meeting is not reasonably practicable.


Power of Attorney – 29 09 2020

EG_draft resolutions_ENG 2020 09 29

EG põhikiri ENG 2020 09 29

Clarification of the agenda item 2

Withdrawal of POA – 29 09 2020

Voting ballot 2020 09 29

Share Option Program 2021_2023 ENG

Procedure of the electronic voting


Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 17th of June, 2020

On 17th of June, 2020, the Annual General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda 6.

Out of 29 796 841 votes 22 933 344 votes were represented at the Meeting, i.e. 77.01% of the votes.

The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.

  • The approval of the 2019 annual report of AS Ekspress Grupp

To approve the Annual Report of AS Ekspress Grupp for the financial year 1st of January 2019 – 31st of December 2019.

  • The approval of the proposal for distribution of profits

To approve the profit distribution proposal for 2019. To distribute total 1 394 thousand euros as following: to increase statutory reserve by 70 thousand euros; the remaining 1 324 thousand euros to be allocated to the retained earnings.

  • Election of the Member of the Supervisory Board

To elect Priit Rohumaa (personal code 37504030225) as the Member of the Supervisory Board for the five years until 16.06.2025.

  • Remuneration of the Member of the Supervisory Board

To remunerate Priit Rohumaa as follows: the monthly remuneration to be paid is 1000 euros.

  • Appointing the auditor for auditing the financial years covering the period from 01.01.2020 – 31.12.2023

To appoint KPMG Baltics OÜ (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2020–31.12.2023 and to pay to the audit firm for auditing as per contract to be entered into with KPMG Baltics OÜ.

  • Amendment of the Articles of Association

To amend the Articles of Association as follows:

To consider clause 2.2 to be correct as follows:

2.2. The Company has one class of registered shares with the nominal value of EUR 0.60. Every share grants one vote at the general meeting.

To delete former clause 2.4.

To add clause 2.5 and 2.7 as follows:

2.5. The Company may issue, for a conditional increase of the share capital, bonds by a resolution of the general meeting, the holders of which have the right to convert their bonds to shares (convertible bond).

2.7. The equity of the Company shall also include a voluntary reserve. The voluntary reserve shall be formed from the contributions of shareholders and other persons. Contributions and other allocations to the voluntary reserve may be made in cash and other assets. Contributions and other allocations shall be made pursuant to the resolution of the general meeting. Payments from the voluntary reserve may be made to the shareholders pursuant to the resolution of the general meeting according to the number of shares held by the shareholders. Payments may be made if it does not result in the net assets of the public limited company falling below the amount of the share capital and the legal reserve. Interest shall neither be calculated nor paid from the contributions made to the voluntary reserve.

To delete former clauses 4.6 and 4.7.

To change clause 5.6 and consider it right as follows:

5.6. A resolution of the Supervisory Board shall be considered as adopted, if more than one-half of the members of the Supervisory Board participating in the voting vote in favour. The Supervisory Board has the right to adopt resolutions without calling a meeting either by e-mail voting or by a written decision. A member of the Supervisory Board shall not take part in voting, if the decision to be voted on concerns the granting of consent for the conclusion of a transaction between the member of the Supervisory Board and the Company or the granting of consent for the conclusion of a transaction between a third person and the Company, if the interests of the member of the Supervisory Board arising from the transaction are in conflict with the interests of the Company.

To change clauses 5.8.5-5.8.8 and consider them right as follows:

5.8.5. the making of investments exceeding a prescribed sum expenditure for the financial year; 

5.8.6. the taking of loans or any other debt obligations exceeding a prescribed sum for the financial year;

5.8.7. the granting of loans or the securing of debt obligations if this is beyond the scope of everyday economic activities, except the granting and securing of loans inside the group;

5.8.8. the transfer or encumbrance of immovable property or movable property subject to entry into the register.

To amend section 7 and consider it right as follows:

7. REPORTING

7.1. The financial year of the Company begins on 1 January and ends on 31 December.

7.2. The Management Board shall prepare an annual report and shall present it with the auditor’s report to the Supervisory Board and to the general meeting.

7.3. The Supervisory Board shall review the annual report and prepare a written statement, which shall be presented to the general meeting. In the said statement, the Supervisory Board shall indicate whether it approves the annual report prepared by the Management Board. The statement shall also contain information concerning the activities of the Supervisory Board in the organisation and management of the operations of the Company.

7.4. The annual report shall be approved by the general meeting.


2020 06 17 EG AGM presentation


Notice on convening Annual General Meeting of Shareholders on 17th of June 2020

Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) convenes the Annual General Meeting of Shareholders, which will be held on 17th of June, 2020 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.

The Management Board asks the shareholders to consider that due to the COVID-19 pandemic caused by the coronavirus it is advisable to minimize the extent of and participation in physical gatherings. Therefore, the Management Board urges the shareholders to vote on the draft resolutions prepared in respect to the items on the agenda of the general meeting using electronic means prior to the general meeting, and not to participate the general meeting in person.

In order to vote using electronic means the shareholders are to fill in a voting ballot – the ballot is attached to the notice on convening the general meeting both on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/) as well as of Ekspress Grupp (http://egrupp.ee/en). The filled in ballot shall be signed digitally and sent to the Management Board by e-mail at egrupp@egrupp.ee by no later than on 16 June 2020 at 16:00. The exact procedure of the organisation of the electronic voting is also attached to the notice on convening the general meeting on the aforementioned websites.

In order to protect the participants of the general meeting, the Management Board affirms that appropriate measures will be taken on the site of the meeting to minimize the possibility of spreading the coronavirus. Appropriate disinfectants and personal protective equipment shall be provided on site of the meeting. We will update the measures to be taken as needed according to the overall situation and possible societal restrictions at the time of the meeting.

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

  • The approval of the 2019 annual report of AS Ekspress Grupp.
  • The approval of the proposal for distribution of profits.
  • Election of the member of the Supervisory Board.
  • Remuneration of the member of the Supervisory Board.
  • Appointing the auditor for auditing the financial years covering the period from 01.01.2020 – 31.12.2023.
  • Amendment of the Articles of Association.

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

  • The approval of the 2019 annual report of AS Ekspress Grupp.

To approve the 2019 annual report of AS Ekspress Grupp for the financial year from 1st of January 2019 to 31st of December 2019.

  • The approval of the proposal for distribution of profits.

To approve the Profit Distribution Proposal for 2019. To distribute total 1 394 thousand euros as follows: to increase statutory reserve by 70 thousand euros; the remaining 1 324 thousand euros to be allocated to the retained earnings.

  • Election of the member of the Supervisory Board.

To elect Priit Rohumaa (personal code 37504030225) as the Member of the Supervisory Board for the five years until 16.06.2025.

  • Remuneration of the member of the Supervisory Board.

To remunerate Priit Rohumaa as follows: the monthly remuneration to be paid is 1000 euros.

  • Appointing the auditor for auditing the financial years covering the period from 01.01.2020  31.12.2023.

To appoint KPMG Baltics OÜ (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2020 – 31.12.2023 and to pay to the audit firm for auditing as per contract to be entered into with KPMG Baltics OÜ.

  • Amendment of the Articles of Association

To amend the Articles of Association as follows:

To consider clause 2.2 to be correct as follows:

2.2. The Company has one class of registered shares with the nominal value of EUR 0.60. Every share grants one vote at the general meeting.

To delete former clause 2.4.

To add clause 2.5 and 2.7 as follows:

2.5. The Company may issue, for a conditional increase of the share capital, bonds by a resolution of the general meeting, the holders of which have the right to convert their bonds to shares (convertible bond).

2.7. The equity of the Company shall also include a voluntary reserve. The voluntary reserve shall be formed from the contributions of shareholders and other persons. Contributions and other allocations to the voluntary reserve may be made in cash and other assets. Contributions and other allocations shall be made pursuant to the resolution of the general meeting. Payments from the voluntary reserve may be made to the shareholders pursuant to the resolution of the general meeting according to the number of shares held by the shareholders. Payments may be made if it does not result in the net assets of the public limited company falling below the amount of the share capital and the legal reserve. Interest shall neither be calculated nor paid from the contributions made to the voluntary reserve.

To delete former clauses 4.6 and 4.7.

To change clause 5.6 and consider it right as follows:

5.6. A resolution of the Supervisory Board shall be considered as adopted, if more than one-half of the members of the Supervisory Board participating in the voting vote in favour. The Supervisory Board has the right to adopt resolutions without calling a meeting either by e-mail voting or by a written decision. A member of the Supervisory Board shall not take part in voting, if the decision to be voted on concerns the granting of consent for the conclusion of a transaction between the member of the Supervisory Board and the Company or the granting of consent for the conclusion of a transaction between a third person and the Company, if the interests of the member of the Supervisory Board arising from the transaction are in conflict with the interests of the Company.

To change clauses 5.8.5-5.8.8 and consider them right as follows:

5.8.5. the making of investments exceeding a prescribed sum expenditure for the financial year; 
5.8.6. the taking of loans or any other debt obligations exceeding a prescribed sum for the financial year;
5.8.7. the granting of loans or the securing of debt obligations if this is beyond the scope of everyday economic activities, except the granting and securing of loans inside the group;
5.8.8. the transfer or encumbrance of immovable property or movable property subject to entry into the register.

To amend section 7 and consider it right as follows:

7. REPORTING

7.1. The financial year of the Company begins on 1 January and ends on 31 December.
7.2. The Management Board shall prepare an annual report and shall present it with the auditor’s report to the Supervisory Board and to the general meeting.
7.3. The Supervisory Board shall review the annual report and prepare a written statement, which shall be presented to the general meeting. In the said statement, the Supervisory Board shall indicate whether it approves the annual report prepared by the Management Board. The statement shall also contain information concerning the activities of the Supervisory Board in the organisation and management of the operations of the Company.
7.4. The annual report shall be approved by the general meeting.

 

The circle of shareholders entitled to attend the Annual General Meeting will be determined seven days prior to the General Meeting, i.e. on 9th June, 2020 at the end of the working day of the settlement system.

All documents concerning the Annual 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 and on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/).

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 13th June, 2020, 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 1st June, 2020, by submitting it in writing to e-mail address: egrupp@egrupp.ee.

As at 22nd May, 2020, 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 Annual 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 16th June, 2020 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. It is possible to vote at the general meeting using electronical means prior to the general meeting in accordance with the electronic voting procedure approved by the Management Board. It is not possible to vote at the general meeting by mail.


EG pohikiri 2020 05 19
EG_aruanne_2019
EG_draft resolutions 17 06 2020
EG_noukogu aruanne_2019
Power of Attorney – 17 06 2020
Priit Rohumaa cv
Procedure of the electronic voting
Withdrawal of POA – 17 06 2020
voting ballot