Notice of Annual General Meeting of Shareholders 14.05

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 6th of June, 2018 at 10:00 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 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. The approval of the Annual Report for the financial year 1st of January 2017 – 31st of December 2017

2. The approval of the 2017 profit distribution proposal

3. Recall of members 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.   The approval of the Annual Report for the financial year 1st of January 2017 – 31st of December 2017

To approve the Annual Report for the financial year 1st of January 2017 – 31st of December 2017 of AS Ekspress Grupp.

2.   The approval of the 2017 profit distribution proposal

To approve the profit distribution proposal for 2017. To distribute total 3.14 million euros as follows: to increase statutory reserve by 157 000 euros; to pay dividends 7 (seven) euro cents per share in total amount of 2.086 million euros; the remaining 897 000 euros to be allocated to the retained earnings. The right to participate in distribution of profit applied to shareholders who have been registered in the list of AS Ekspress Grupp shareholders on 20th of June, 2018 at the end of the working day of the settlement system. The ex-date is 19th of June, 2018. From that date the new owner of the shares is not entitled to dividends for the year 2017. Dividends will be paid out on shareholder’s bank account on July 3, 2018.

3.   Recall of members of the Supervisory Board

To recall Marek Kiisa (isikukood 36811160335) from the Supervisory Board.

The circle of shareholders entitled to attend the Annual General Meeting will be determined 7 days prior to the General Meeting, i.e. on 30th of May, 2018 at the end of the working day of the settlement system.

All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, 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 1st of June, 2018, 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 21st of May, 2018, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.

As at 14th of May, 2018, 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 egrupp@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 5th of June, 2018 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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