Notice of Annual General Meeting of Shareholders 05.04

Dear shareholder of AS Ekspress Grupp 

Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Narva mnt 11E, 10151 Tallinn) convenes the Annual General Meeting of Shareholders, which will be held on 4 May 2012 at 12:00 p.m at the seat of AS Ekspress Grupp, in the city of Tallinn, Narva mnt 11E, 6th floor.   

The registration of participants in the Meeting will commence at 11:30 a.m. at the location of the Meeting. 

Pursuant to the Decision of the Supervisory Board of AS Ekspress Grupp of 14 March 2012, the Agenda of the Annual General Meeting of Shareholders shall be as follows: 

1.      Approval of the Annual Report for the Financial Year 1 January 2011 - 31 December 2011

2.      Approval of the 2011 Profit Distribution Proposal presented by the Management Board

3.      Extension of the authority granted to a Member of the Supervisory Board

4.      Appointment of the auditor and establishment of the procedure of payment

5.      Approval of the transaction with the Member of the Supervisory Board

6.      Removal of a Member of the Supervisory Board

7.      Election of a Member of the Supervisory Board 

The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:

1.  Approval of the Annual Report for the Financial Year 1 January 2011 - 31 December 2011.

To approve the Annual Report for the Financial Year 1 January 2011 - 31 December 2011 of AS Ekspress Grupp presented by the Management Board.

2.  Approval of the 2011 Profit Distribution Proposal presented by the Management Board

To approve the Profit Distribution Proposal presented by the Management Board, according to which the legal reserve will be increased by 84 thousand Euros from the 2011 net profit, which is 1683 thousand Euros, and 1599 thousand Euros will be allocated to the retained earnings of the previous periods. No dividends to be paid to the shareholders.     

3.  Extension of the authority granted to a Member of the Supervisory Board

To extend the authority of Harri Helmer Roschier (born 11 February 1957) as the Member of the Supervisory Board.

4.  Appointment of the auditor and establishment of the procedure of payment 

To appoint the audit firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the financial year 1 January 2012 - 31 December 2012. The auditing services shall be paid for on the basis of the contract to be signed with the audit firm. 

5.  Approval of the transaction with the Member of the Supervisory Board 

To authorise the Management Board to conclude a transaction with the Member of the Supervisory Board Hans Luik. The transaction consists of Hans Luik’s toleration of restriction of transfer arising from current and/or future loan agreements concluded by AS Ekspress Grupp and/or surety by Hans Luik to secure AS Ekspress Grupp’s obligations and paying Hans Luik fee for the afore-mentioned in the amount of 1.5 % a year of the obligation taken by Hans Luik until expiry of the respective restriction and/or security considering that the maximum amount of the fee payable to Hans Luik for tolerating the restriction of transfer and/or  for the security is not more than 1.5% a year of EUR 4 million.

6.      Removal of the Member of the Supervisory Board

To remove Antti Mikael Partanen, born on 13 May 1969, from the Supervisory Board. 

7.      Election of the Member of the Supervisory Board

To elect Kari Salonen, born on 11 February 1960, as an additional Supervisory Board Member.


The circle of shareholders entitled to attend the Annual General Meeting will be determined 7 days prior to the General Meeting, i.e. as at 23:59 on 27 April 2012. 

All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, the 2011 Annual Report of AS Ekspress Grupp, the auditor’s report, the Profit Distribution Proposal, and the report of the Supervisory Board are available on the homepage of AS Ekspress Grupp at www.egrupp.ee, as well as at the seat of AS Ekspress Grupp, Narva mnt 11E, Tallinn, 6th floor, on business days from 10:00 to 16:00 starting from the date of notification of the Annual General Meeting until the date of the Annual General Meeting (inclusive). 

At the General 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 decide 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 1 May 2012, 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 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 19 April 2012, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151. 

As at 5 April 2012, 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. 

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 diana@egrupp.ee or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Narva mnt 11E, Tallinn, 6th floor (on business days from 10:00 to 16:00) by 16:00 on 3 May 2012 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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