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.

13.10.2021 Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening an extraordinary general meeting

The Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) proposes to the shareholders to adopt resolutions without convening a meeting in accordance to § 2991 of the Commercial Code.

The shareholders have the possibility to vote by e-mail using a voting ballot, which is added this notice on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/) as well as of Ekspress Grupp homepage (http://egrupp.ee/en). The filled in and signed ballot and the documents enabling identification of the shareholder and proof the right of representation shall be sent by e-mail at egrupp@egrupp.ee by no later than 4 November 2021 at 9:00 (Estonian time) in accordance with the procedure specified below.  If a shareholder does not give notice of whether he is in favour of or opposed to the resolution during this term, it shall be deemed that the shareholder has voted against the resolution.

The circle of shareholders entitled to adopt the resolutions will be determined seven days prior the term by which shareholders must present their position, i.e. on 28 October, 2021 at the end of the working day of the settlement system. Ekspress Grupp shall disclose the resolutions with a stock exchange announcement and on the company’s homepage no later than on 11 November 2021 in accordance with § 2991 (6) of the Commercial Code.

As at 13 October, 2021, the share capital of AS Ekspress Grupp is 18,478,104.60 euros. The total number of shares is 30,796,841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp’s 513,972 own shares.

The management board of AS Ekspress Grupp submits the following draft resolutions to the shareholders.

1. Extraordinary distribution of dividends in connection with the sale of AS Printall

To pay EUR 3,028,287, which is EUR 0.1 per share, as dividends to the shareholders.

  • Shareholders, entered into the share register of AS Ekspress Grupp on 19 November 2021, at the close of the business of the settlement system, will be entitled to dividends.
  • The day of change of the rights related to the shares (ex-date) is on 18 November 2021; from this date onwards, the person acquiring the shares will not have the right to receive dividends.
  • Dividends will be paid to the shareholders on 23 November 2021 to the shareholder’s bank account, which is linked to the securities account.

 

Organisational issues

Forwarding of the voting ballot and accompanying documents

The filled in and signed voting ballot and accompanying documents must be sent by e-mail to egrupp@egrupp.ee no later than 4 November 2021 at 9.00.

  • The voting ballot must be filled in and signed either digitally or by hand on paper.
  • If the ballot is filled in and signed by hand on paper, the ballot must be scanned and forwarded by e-mail together with a copy of an identification document (e.g. passport or identity card/ID-card) of the shareholder or the shareholder’s representative, or a copy of the page of the identification document containing personal data (among else, the copy needs to display the expiration date and the person’s specimen signature) in order to enable identification of the shareholder.
  • If the ballot is filled in and signed digitally, no additional documents need to be presented to enable identification of the shareholder, if identification is possible using the digital signature itself (e.g. signing the ballot with Estonian ID-card, mobile-ID or smart-ID).
  • Representative of a natural person-shareholder must also forward a suitably prepared power of attorney either in Estonian or English in a format which can be reproduced in writing.
  • A legal representative of a legal person-shareholder must also forward an excerpt from an appropriate (business) register where the legal person is registered, which identifies the individual’s right to represent the shareholder (legal representation). A legal person shareholder who is registered in the Estonian Commercial Register does not have to submit an excerpt from the register. If the type of representation is other than legal representation, a suitably prepared power of attorney in Estonian or English must also be submitted in a format which can be reproduced in writing, in addition to the excerpt from a register. 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. If the excerpts from a register are in a language other than Estonian or English, translations to either Estonian or English by a sworn translator or an official equated to a sworn translator must be provided. AS Ekspress Grupp may also deem the shareholder’s voting right to be proven 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.

In order to assign a representative, the shareholder may use the template for power of attorney, which is published on the homepage of AS Ekspress Grupp at www.egrupp.ee and on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/).

Documents related to the resolutions

The draft resolutions and related documents are available on the websites of AS Ekspress Grupp (www.egrupp.ee) and Nasdaq Baltic (https://nasdaqbaltic.com/).

Questions related to the resolutions and adoption procedure
Questions related to the resolutions and the adoption procedure may be submitted to e-mail egrupp@egrupp.ee until the deadline given to the shareholders to present their position. The questions and answers will be disclosed on Ekspress Grupp homepage www.egrupp.ee.

EG_draft resolutions_ENG 2021 11 04

Power of Attorney – 04 11 2021

Withdrawal of POA – 04 11 2021

Voting ballot 2021 11 04


13.07.2021 Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp

On 13th of July, 2021, the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda 6.

Pursuant to § 303 (1) of the Commercial Code, neither Hans Luik nor the companies under his control could not vote in the Extraordinary General Meeting and these votes were not taken into account in determining the representation. Out of 11 732 249 votes with voting rights 7 090 535 votes were represented at the Meeting (60.44%).

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

Decide on conclusion of a transaction with the member of the Supervisory Board and determine the terms and conditions of the transaction

  • Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code 10092701) to Trükitung OÜ (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:
    – The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;
    – EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;
    – Ekspress Grupp and Printall will continue their cooperation.
  • The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.
  • Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the sales agreement.

18.06.2021 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; hereinafter Ekspress Grupp) convenes the Extraordinary General Meeting of Shareholders, which will be held on 13 of July, 2021 at 10.00 at the seat of 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 in 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 the Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/) as well as that of Ekspress Grupp (http://egrupp.ee/en), and forward it by e-mail to egrupp@egrupp.ee no later than 16.00 on 12 July 2021 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 must 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.

Since December 2020, the Management Board of Ekspress Grupp has considered various strategic alternatives in respect of its subsidiary, the joint stock company Printall (hereinafter Printall). The financial advisor Porta Finance was in charge of the assessment. Various alternatives within its framework, including the sale of the printing business, the sale of the real estate properties of Printall and potential mergers were considered. During the assessment, the company contacted more than 50 potential buyers. It is important that the printing services continuation is ensured for Ekspress Grupp’s publications. The best solution maximising the value for the group, was the sale of Printall to the buyer Trükitung OÜ that made the best offer and that is controlled by the member of the Supervisory Board and shareholder of Ekspress Grupp, Hans Luik.

The Supervisory Board of Ekspress Grupp has assessed the process of the preparation of the sales transaction, its enterprise value and key conditions, and has given its consent for conclusion of the share sales agreement. The Supervisory Board of Ekspress Grupp decided (Hans Luik did not vote on adoption of the decision):

  • Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code 10092701) to Trükitung OÜ (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:
  • The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;
  • EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;
  • Ekspress Grupp and Printall will continue their cooperation.
  • The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.
  • Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the share sales agreement.

According to the preliminary estimate, the transaction will result in the reduction of the issuer’s assets by EUR 7.2 million and liabilities by EUR 5.0 million, and the one-off net loss will be EUR 2.2 million. The transaction is not considered as a significant transaction according to the rules and regulations of the NASDAQ Tallinn Stock Exchange “Requirements for Issuers”. Ekspress Grupp confirms that the members of the Group’s Management and Supervisory Boards, other than Hans Luik, are not personally interested in the transaction.

According to the resolution of the Supervisory Board of Ekspress Grupp, the agenda of the Extraordinary General Meeting is as follows:

  • Decide on conclusion of a transaction with the member of the Supervisory Board and determine the terms and conditions of the transaction

The Supervisory Board of Ekspress Grupp makes the following proposals to the shareholders regarding the items of the agenda.

  • Decide on conclusion of a transacion with the member of the Supervisory Board and determine the terms and conditions of the transaction
  • Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code 10092701) to Trükitung OÜ (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:
  • The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;
  • EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;
  • Ekspress Grupp and Printall will continue their cooperation.
  • The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.
  • Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the sales agreement.

Neither Hans Luik nor the companies under his control can vote in the Extraordinary General Meeting, and these votes shall not be taken into account when determining representation.

The shareholders entitled to attend the Extraordinary General Meeting will be determined seven days prior to the Extraordinary General Meeting, i.e. on 6 of July, 2021 at the end of the working day of the settlement system.

All documents concerning the Extraordinary General Meeting of the Shareholders of Ekspress Grupp, including draft resolutions and meeting presentation, are available on the homepage of 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 Ekspress Grupp from the Management Board. If the Management Board of 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 Ekspress Grupp at least 3 days prior to the General Meeting, i.e. until 10 July 2021, by submitting it in writing to e-mail address: egrupp@egrupp.e

As at 18 June, 2021, the share capital of AS Ekspress Grupp is 18,478,104.60 euros. The total number of shares is 30,796,841, with each share granting one vote. The right to vote is not granted to Ekspress Grupp’s 499,818 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, 6th floor (on working days between 10.00 and 16.00) no later than 16.00 on 12 July 2021.

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

EG_draft resolutions_ENG 2021 07 13

Ekspress Grupp EGM 13 07 2021 presentation

Power of Attorney – 13 07 2021

Procedure of the electronic voting

Voting ballot 2021 07 13

Withdrawal of POA – 13 07 2021


Adoption of resolutions of shareholders of AS Ekspress Grupp

The Management Board of AS Ekspress Grupp proposed to the shareholders to adopt resolutions without convening a general meeting. The notice of adoption of resolutions was published on 20 May 2021 in the stock exchange information system and on the company’s homepage, as well as in the 21 May 2021 issue of newspaper LP Eesti Päevaleht.

On time, ie by 9.00 on 15 June 2021, the shareholders cast 25,508,067 votes and 84.23% of the voting rights. If a shareholder did not give notice of whether he is in favour of or opposed to the resolution by the aforementioned term, it was deemed that he voted against the resolution (§ 2991 (2) of the Commercial Code) and these votes are recorded as opposing votes in the record of voting.

On 15 June 2021, the shareholders of AS Ekspress Grupp adopted the following resolutions.

  • The approval of the 2020 annual report of AS Ekspress Grupp.

To approve the 2020 annual report of AS Ekspress Grupp for the financial year from 1st of January 2020 to 31st of December 2020.

The resolution was adopted by 84.23% votes in favour.

  • The approval of the proposal for distribution of profits.

To approve the Profit Distribution Proposal for 2020. To distribute total 2,509,578 euros as follows: to increase statutory reserve by 125,479 euros; the remaining 2,384,099 euros to be allocated to the retained earnings.

The resolution was adopted by 84.23% votes in favour.

  • Extension of the mandate of the member of the Supervisory Board.

To extend the mandate of Aleksandras Česnavičius as the Member of the Supervisory Board until 16.06.2025.

The resolution was adopted by 84.23% votes in favour.


20.05.2021 Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening a general meeting

The Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) proposes to the shareholders to adopt resolutions without convening a meeting in accordance to § 2991 of the Commercial Code. The Management Board is making this proposal in order to avoid physical gatherings during the corona pandemic.

The shareholders have the possibility to vote by e-mail using a voting ballot, which is added this notice on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/) as well as of Ekspress Grupp homepage (http://egrupp.ee/en). The filled in and signed ballot and the documents enabling identification of the shareholder and proof the right of representation shall be sent by e-mail at egrupp@egrupp.ee by no later than 15 June 2021 at 9:00 (Estonian time) in accordance with the procedure specified below.  If a shareholder does not give notice of whether he is in favour of or opposed to the resolution during this term, it shall be deemed that the shareholder has voted against the resolution.

The circle of shareholders entitled to adopt the resolutions will be determined seven days prior the term by which shareholders must present their position, i.e. on 8 June, 2021 at the end of the working day of the settlement system. Ekspress Grupp shall disclose the resolutions with a stock exchange announcement and on the company’s homepage no later than on 22 June 2021 in accordance with § 2991 (6) of the Commercial Code.

As at 20 May, 2021, the share capital of AS Ekspress Grupp is 18,878,104.60 euros. The total number of shares is 30,796,841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp’s 513,972 own shares.

The management board of AS Ekspress Grupp submits the following draft resolutions to the shareholders.

The approval of the 2020 annual report of AS Ekspress Grupp.

To approve the 2020 annual report of AS Ekspress Grupp for the financial year from 1st of January 2020 to 31st of December 2020.

The approval of the proposal for distribution of profits.

To approve the Profit Distribution Proposal for 2020. To distribute total 2,509,578 euros as follows: to increase statutory reserve by 125,479 euros; the remaining 2,384,099 euros to be allocated to the retained earnings.

Extension of the mandate of the member of the Supervisory Board.

To extend the mandate of Aleksandras Česnavičius as the Member of the Supervisory Board until 16.06.2025.

Organisational issues

Forwarding of the voting ballot and accompanying documents

The filled in and signed voting ballot and accompanying documents must be sent by e-mail to egrupp@egrupp.ee no later than 15 June 2021 at 9.00.

  • The voting ballot must be filled in and signed either digitally or by hand on paper.
  • If the ballot is filled in and signed by hand on paper, the ballot must be scanned and forwarded by e-mail together with a copy of an identification document (e.g. passport or identity card/ID-card) of the shareholder or the shareholder’s representative, or a copy of the page of the identification document containing personal data (among else, the copy needs to display the expiration date and the person’s specimen signature) in order to enable identification of the shareholder.
  • If the ballot is filled in and signed digitally, no additional documents need to be presented to enable identification of the shareholder, if identification is possible using the digital signature itself (e.g. signing the ballot with Estonian ID-card, mobile-ID or smart-ID).
  • Representative of a natural person-shareholder must also forward a suitably prepared power of attorney either in Estonian or English in a format which can be reproduced in writing.
  • A legal representative of a legal person-shareholder must also forward an excerpt from an appropriate (business) register where the legal person is registered, which identifies the individual’s right to represent the shareholder (legal representation). If the type of representation is other than legal representation, a suitably prepared power of attorney in Estonian or English must also be submitted in a format which can be reproduced in writing, in addition to the excerpt from a register. 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. If the excerpts from a register are in a language other than Estonian or English, translations to either Estonian or English by a sworn translator or an official equated to a sworn translator must be provided. AS Ekspress Grupp may also deem the shareholder’s voting right to be proven 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.

In order to assign a representative, the shareholder may use the template for power of attorney, which is published on the homepage of AS Ekspress Grupp at www.egrupp.ee and on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/).

Documents related to the resolutions

The draft resolutions and related documents are available on the websites of AS Ekspress Grupp (www.egrupp.ee) and Nasdaq Baltic (https://nasdaqbaltic.com/).

Questions related to the resolutions and adoption procedure
Questions related to the resolutions and the adoption procedure may be submitted to e-mail egrupp@egrupp.ee until the deadline given to the shareholders to present their position. The questions and answers will be disclosed on Ekspress Grupp homepage www.egrupp.ee.

EG_nõukogu aruanne_2020_ENG

EG_draft resolutions_ENG 2021 06 15

Power of Attorney – 15 06 2021

Withdrawal of POA – 15 06 2021

Voting ballot 2021 06 15

Ekspress Grupp konsolideeritud 2020_ENG