Notice of Annual General Meeting of Shareholders 18.05

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, 2017 at 10:00 a.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 9:30 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 2016 - 31 December 2016

2. Approval of the 2016 Profit Distribution Proposal

3. Appointing the auditor for auditing the financial years covering the period from 01.01.2017 - 31.12.2019

4. Approval of the terms and conditions of Share Option Program

 

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 2016 - 31 December 2016.

To approve the Annual Report for the Financial Year 1 January 2016 - 31 December 2016 of AS Ekspress Grupp.

2. Approval of the 2016 Profit Distribution Proposal presented

To approve the Profit Distribution Proposal, according to which the legal reserve will be increased by 220 thousand Euros from the 2016 net profit, which is 4406 thousand Euros, dividends will be paid to the shareholders 6 (six) euro cent per share and 2398 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, 2017 at 23:59. Dividends will be transferred to shareholder’s bank account on 6 July, 2017.

3. Appointing the auditor for auditing the financial years covering the period from 01.01.2017 - 31.12.2019

3.1. To appoint KPMG Baltics OÜ (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2017 – 31.12.2019.

3.2. For auditing the annual reports, AS Ekspress Grupp shall pay KPMG Baltics OÜ a fee in the amount agreed upon in the contract concluded with KPMG Baltics OÜ on rendering auditing services.

4. Approval of the terms and conditions of Share Option Program

To approve the terms and conditions of the Share Options Program of AS Ekspress Grupp (hereinafter the Company) as follows:

4.1. The Company shall issue in total up to 1,300,000 (one million three hundred thousand) share options.

4.2. Every share option grants the option holder the right to acquire 1 (one) share of the Company.

4.3. The eligible persons of this share option scheme are key executives of the Company and of undertakings of the Company’s Group, who are selected by the management board of the Company (hereinafter the key executives).

4.4. The number and the grounds of share options issued to individual key executives shall be determined by the management board of the Company expect the members of the management board of the Company whose number of the share options issued shall be determined by the supervisory board of the Company.

4.5. The eligible person of this share option has the right to exercise the issued option after three year period following the issue of the option (signing the share option agreement).

4.6. The shares granted to key employees on the basis of the share option program will be free of charge.

4.7. The eligible person of the share option may not transfer the share options issued to him or her.

4.8. The supervisory board shall establish the detailed time schedule of the share option scheme, and the procedure for exercising the same.

4.9. The implementation of the terms and conditions of the share option scheme, and the procedure for exercising the share option shall be set forth in the option agreement concluded by and between the Company and the eligible person.

4.10. Within the frames of the share option program AS Ekspress Grupp is entitled to acquire 1,300,000 shares with one transaction or by parts from stock exchange or over-the-counter within the 5 year period starting from publication of the resolution of the Annual General Meeting of Shareholders. The acquisition price of the shares will be the closing price on the relevant transaction date or the previous closing price in case of an over-the-counter transaction. Therefore the minimum and maximum price of share buyback will be the stock exchange price of the share. 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.

4.11. After the execution of the share options the Company has the right to buyback the shares from the key employees in the maximum amount of 1,300,000, shares with the stock exchange 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.

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 2017. 

All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, the 2016 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, 2017, 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 29 May, 2017, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.

As at 18 May, 2017, 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 elise.nassar@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 12 June, 2017 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

         Additional information:
         Mari-Liis Rüütsalu
         Chairman of the Management Board
         GSM: +372 512 2591
         e-mail: mariliis.ryytsalu@egrupp.ee

Draft decisions_ENG_180517.pdf

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