Notice of Extraordinary General Meeting of Shareholders 18.10

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 Extraordinary General Meeting of Shareholders, which will be held on 21 November 2013 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, the Agenda of the Extraordinary General Meeting of Shareholders shall be as follows:

1.  Approval of terms and conditions of share option of the Management Board Member of AS Ekspress Grupp.

2.  Acquisition of own shares.

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

1. To approve the terms and conditions of share option of the Management Board Member of AS Ekspress Grupp:

a.    The entitled subject of share option is Gunnar Kobin, the Board Member (Chairman) of AS Ekspress Grupp (hereinafter: Board Member);

b.    The Board Member is entitled to acquire, within the frames of the option programme, from 01.01.2017 to 31.03.2017 up to 700,000 (seven hundred thousand) shares of AS Ekspress Grupp;

c.    The Supervisory Board is entitled to partly reduce the number of option programme shares in case the Board Member does not fulfil the goals set by the Supervisory Board;

d.   The Board Member is entitled to acquire shares for free. 

2.      To acquire up to 700,000 AS Ekspress Grupp shares (hereinafter: Shares) to meet the terms and conditions of Board Member share option and in compliance with § 283 section 2 of the Commercial Code on the following terms and conditions:

a.    AS Ekspress Grupp is entitled to acquire Shares with one transaction or by parts from stock exchange or over-the-counter within the time period starting from publication of the resolution of the special general meeting up to 31.12.2016;

b.    Pay as minimum the stock exchange price of the Share on the transaction day or the nominal statutory value of the Share, i.e. 0.60 EUR (sixty euro cents) in case of over-the-counter transaction and as maximum the stock exchange price of the Share on the transaction day or maximum of 1.35 EUR in case of over-the-counter acquisition;

c.    To pay for the Shares from assets exceeding the share capital and the legal reserve;

d.   The Shares may not be encumbered with rights of third persons. 

The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined 7 days prior to the Extraordinary General Meeting, i.e. as at 23:59 on 14 November 2013. 

All documents concerning the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp 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 Extraordinary General Meeting until the date of the Extraordinary General Meeting (inclusive). 

At the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, i.e. until 18 November 2013, 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 Extraordinary General Meeting of AS Ekspress Grupp, provided that the request is submitted 15 days prior to the Extraordinary General Meeting at the latest, i.e. until 6 November 2013, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151. 

As at 18 October 2013, 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 Extraordinary 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 15 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 Extraordinary 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 Extraordinary 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 20 November 2013 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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