Annual General Meeting of the Shareholders 2011 05.05

The Management Board of AS Ekspress Grupp (registry code 10004677, location Narva mnt 11E, 10151 Tallinn) convenes the regular meeting of shareholders on 30 May 2011 at 12:00 at the location of AS Ekspress Grupp, on the VI floor of Narva mnt 11E in the city of Tallinn.

The registration of participants in the meeting shall commence at 11:30 at the place of the meeting.

Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp of 4 May 2011 the agenda of the Annual General Meeting of Shareholders shall be as follows:

1. The approval of the annual report for the financial year of 1 January 2010 to 31 December 2010.                                          2. The approval of the proposal for covering the loss of 2010 presented by the Management Board.                                          3. The recalculation of the share capital into euros and the reduction of the share capital.                                                         4.  The amendment of the Articles of Association.                                                                                                                   5. The appointment of the auditor and the establishment of the procedure of payment.

In regards to the agenda items, the Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders:

   1.   The approval of the annual report for the financial year of 1 January 2010 to 31 December 2010.

To approve the annual report of AS Ekspress Grupp for the financial year of 1 January 2010 to 31 December 2010 presented by the Management Board.

   2.   The approval of the proposal for covering the loss of 2010 presented by the Management Board.

To approve the proposal for covering the loss presented by the Management Board, according to which the loss of 2010 in the amount of 2,305,000 EEK (146,000 EUR), of which the part belonging to the owners of the parent company forms 2,017,000 EEK (129,000 EUR) and the part belonging to minor shareholders forms 288,000 EEK (18,000 EUR), to be covered from retained earnings. No dividends to be paid to the shareholders and no allocations to be made to reserves.

  3.   The recalculation of the share capital into euros and the reduction of the share capital.

In connection with the introduction of the euro in the Republic of Estonia, to recalculate the shares and the share capital of the public limited company into euros. The nominal value of one share of the company is 10 EEK, which in accordance with the rounding rules stipulated in § 525³ of the Commercial Code amounts to 0.64 EUR. The registered share capital of the company is 297,968,410 EEK, which in accordance with the rounding rules stipulated in § 525³ of the Commercial Code amounts to 19,043,652.30 EUR. The rounding of the result of the recalculation of the nominal value of the shares does not carry legal meaning. In accordance with the norm stipulated in § 223(1) of the Commercial Code, pursuant to which the minimum nominal value of a share shall be 10 euro cents, and the norm stipulated in § 223(2), pursuant to which if the nominal value of a share is greater than 10 euro cents, the nominal value shall be a multiple of 10 euro cents, to reduce the share capital of the company by 1,165,547.70 EUR by way of reducing the nominal value of the shares to 17,878,104.60 EUR and to reduce the nominal value of the shares by 4 euro cents to 60 euro cents. In connection with the reduction of the share capital, no payments shall be made to the shareholders. The 1,165,547.70 EUR obtained as a result of the reduction of the share capital shall be allocated to retained earnings. The list of shareholders participating in the reduction of the share capital shall be fixed as at 23:59 on 13 June 2011.

    4.  The amendment of the Articles of Association.

To amend the Articles of Association of the company and to approve the Articles of Association in new redaction.

    5.  The appointment of the auditor and the establishment of the procedure of payment.

To appoint auditing company AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the period of 1 January 2011 to 31 December 2011. The auditing services shall be paid for on the basis of the contract to be concluded with the auditing company.

The circle of shareholders entitled to attend the general meeting shall be determined 7 days before the general meeting, i.e. as at 23:59 on 23 May 2011.

 All the documents related to the Annual General Meeting of Shareholders of AS Ekspress Grupp, including draft decisions, the new redaction of the Articles of Association of the company, the 2010 annual report of AS Ekspress Grupp, the auditor’s report and the proposal for covering the loss as well as the statement of the Supervisory Board are available for review on the homepage of AS Ekspress Grupp at www.egrupp.ee and at the offices of AS Ekspress Grupp at Narva mnt 11E, Tallinn, VI floor, on workdays from 10:00 to 16:00 starting from the date of notification of the general meeting until the date of the general meeting (inclusive).

At the general meeting, the shareholders are entitled to receive information concerning 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 decide on the legitimacy of their demand or submit, within two weeks, an application to court under proceedings on petition to obligate the Management Board to provide the information.

Shareholders, whose shares represent at least 1/20 of the share capital, may present a draft decision for every agenda item to AS Ekspress Grupp at least 3 days before the general meeting, i.e. until 27 May 2011, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.

Shareholders, whose shares represent at least 1/20 of the share capital, may request the inclusion of additional issues in the agenda for the general meeting of AS Ekspress Grupp, provided that the relevant request is presented at least 15 days before the general meeting, i.e. until 15 May 2011, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.

The share capital of AS Ekspress Grupp as at 05.05.2011.a amounts to 297,968,410 EEK. In total, there are 29,796,841 shares and every share grants one vote.

For the registration of participants in the Annual General Meeting of Shareholders, we hereby ask:

shareholders who are private persons to present a personal identification document (e.g. passport of ID card) and representatives of shareholders who are private persons to present a personal identification document and a written document certifying the authorisation.

Representatives of shareholders who are legal persons to present a statement (or other such document) from the relevant (commercial) register, where the legal person is registered (issued not more than 7 days before presenting) and the personal identification document of the representative. The registry statements of shareholders who are legal persons registered in a foreign country must be legalised or certified by an apostille, unless stipulated otherwise in international agreements. The transaction-based representatives of shareholders who are legal persons shall in addition to the aforementioned documents present a written document certifying the authorisation. AS Ekspress Grupp may register a shareholder who is a legal person in a foreign country as a participant in the general meeting also in the event all the required data concerning the legal person and the representative are contained in a notarised letter of authorisation issued in the foreign country and the letter of authorisation is acceptable in Estonia.

Shareholders may give notice of appointing a representative and withdrawing the authorisation of a representative before the general meeting by e-mail to diana@egrupp.ee or by delivering the said document(s) to the offices of AS Ekspress Grupp at Narva mnt 11E, Tallinn, VI floor (on workdays from 10:00 to 16:00) by 16:00 on 27 May 2011 at the latest, using the templates published on the homepage of AS Ekspress Grupp at www.egrupp.ee. Information about the procedure for the appointment and revocation of authorisation of representatives can be found on the homepage of AS Ekspress Grupp at www.egrupp.ee.

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