Notice of Annual General Meeting of Shareholders 19.05

Dear shareholder of AS Ekspress Grupp 

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 13 June, 2016 at 12:00 p.m 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 11:30 a.m. at the location of the Meeting.

Pursuant to the Decision of the Supervisory Board of AS Ekspress Grupp, 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 2015 - 31 December 2015
2. Approval of the 2015 Profit Distribution Proposal
3. Amendment of the Articles of Association

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 2015 - 31 December 2015.
To approve the Annual Report for the Financial Year 1 January 2015 - 31 December 2015 of AS Ekspress Grupp.
2. Approval of the 2015 Profit Distribution Proposal presented
To approve the Profit Distribution Proposal, according to which the legal reserve will be increased by 135 thousand Euros from the 2015 net profit, which is 2707 thousand Euros, dividends will be paid to the shareholders 5 (five) euro cent per share and 1116 thousand Euros will be allocated to the retained earnings of the previous periods. The right to participate in distribution of profits applies to shareholders who have been registered in the list of AS Ekspress Grupp shareholders as of 29 June, 2016 at 23:59. Dividends will be transferred to shareholder’s bank account on 6 July, 2016.
3. Amendment of the Articles of Association
To amend the Articles of Association by fixing the mistakes related to numbering and add the following articles:
“6.10. The management board may decide that the shareholders may participate in the general meeting and excercise their right using electronic means without physically attending the general meeting and without appointing a representative.
6.11. Electronical participation ways are:
6.11.1. participation in a general meeting by means of real-time two-way communication throughout the general meeting or in another similar electronic way, which enables the shareholder to watch the general meeting from a remote location, vote using electronic means throughout the general meeting on each draft of the resolution and address the general meeting at the time determined by the chairman of the meeting;
6.11.2. voting 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 or during the general meeting.
6.12. The use and the procedure of the electronic voting shall be determined by the management board at each time.
6.13. The procedure of the electronic voting shall ensure the identification of the shareholders and the security and reliability of the electronic voting and be proportionate for the achievement of the above objectives.”

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 06 June 2016.

All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, the 2015 Annual Report of AS Ekspress Grupp, the auditor’s report, the report of the Supervisory Board, the Profit Distribution Proposal and the draft Articles of Association with amendments 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 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 9 June, 2016, by submitting it in writing to AS Ekspress Grupp, Parda 6, 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 28 May, 2016, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.

As at 19 May, 2016, 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 677 927 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 addressandres@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 10 June, 2016 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.

Meeting materials:
1) Draft resolutions
2) Ekspress Grupp Annual Report 2015
3) AS Ekspress Grupp report of Supervisory Board
5) Power of Attorney
6) Withdrawal of Power of Attorney


Yours faithfully

Gunnar Kobin
AS Ekspress Grupp
Chairman of the Management Board
GSM: +372 5188111
E-mail: gunnar@egrupp.ee

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