Notice of Extraordinary General Meeting of Shareholders 03.10

Dear shareholder of AS Ekspress Grupp

Notice is hereby given that the shareholder representing 26,7253% of the share capital of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) convenes the Extraordinary General Meeting of Shareholders, which will be held on 26th of October 2016 at 14:00 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 13:30 at the location of the Meeting.

Pursuant to the Decision of the shareholder who convened the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp, the Agenda of the Extraordinary General Meeting of Shareholders shall be as follows:

1. Recall of members of the Supervisory Board

2. Election of members of the Supervisory Board

The shareholder of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:

1. Recall of members of the Supervisory Board

To recall Viktor Mahhov (id code 36712140214), Indrek Kasela (id code 37112100291), Jaak Ennuste (36409210319) and Kari Sakari Salonen (date of birth 11.02.1960) from the Supervisory Board.

2. Election of members of the Supervisory Board

To elect Marek Kiisa (id code 36811160335), Peeter Saks (id code 37007230226) and Aleksandras Česnavičius (date of birth 01.03.1975) as the Members of the Supervisory Board starting from the adoption of the resolution and to elect Gunnar Kobin (id code 37104090222) as the Member of the Supervisory Board starting from the 1st of January 2017.

The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined 7 days prior to the General Meeting, i.e. as at 23:59 on 18th of October 2016.

All documents concerning the Extraordinary 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 Extraordinary General Meeting until the date of the Extraordinary 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 22nd of October 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 10th of October 2016, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.

As at 3rd of October 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 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 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 25th of October 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.

         Additional information:
         Gunnar Kobin
         Chairman of the Management Board
         GSM: +372 5188111
         e-mail: gunnar@egrupp.ee

Annexes: draft resolutionsPower of AttorneyWithdrawal of Power of Attorney.

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