{"id":1107,"date":"2020-03-20T23:17:49","date_gmt":"2020-03-20T21:17:49","guid":{"rendered":"https:\/\/ekspress.macaw.ee\/about-group\/management\/general-meeting-of-shareholders\/"},"modified":"2026-04-28T10:31:25","modified_gmt":"2026-04-28T07:31:25","slug":"general-meeting-of-shareholders","status":"publish","type":"page","link":"https:\/\/egrupp.ee\/en\/about-group\/management\/general-meeting-of-shareholders\/","title":{"rendered":"General Meeting of Shareholders"},"content":{"rendered":"<p>The general meeting is the highest governing body of AS Ekspress Grupp. Regular general meetings are held once a year not later than six months after the end of the financial year at the seat of the company. Extraordinary general meetings are allowed to be convened in cases prescribed by law.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>The general meeting is the highest governing body of AS Ekspress Grupp. Regular general meetings are held once a year not later than six months after the end of the financial year at the seat of the company. Extraordinary general meetings are allowed to be convened in cases prescribed by law.<\/p>\n","protected":false},"author":11,"featured_media":0,"parent":1106,"menu_order":1,"comment_status":"closed","ping_status":"closed","template":"tpl-sections.php","meta":{"footnotes":""},"class_list":["post-1107","page","type-page","status-publish","hentry"],"acf":{"page_content_title":"General Meeting of Shareholders","page_content_logo":false,"blocks":false,"sections_content_title":"","sections_rep":[{"title":"01.06.2026","content":"<p>Agenda<\/p>\n<ol>\n<li>Takeover of the Shares held by Minority Shareholders for monetary compensation<\/li>\n<li>Termination of trading with the Shares of Ekspress Grupp on Nasdaq Tallinn Stock Exchange<\/li>\n<li>Approval of the annual report of Ekspress Grupp for the financial year 2025 and the proposal for the distribution of profit<\/li>\n<\/ol>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Notice-on-convening-the-general-meeting.pdf\">Notice on convening the general meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/EG_draft-resolutions_ENG-2026-06-01.pdf\">EG_draft resolutions_ENG 2026 06 01<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/EG_noukogu-aruanne_2025_ENG.pdf\">EG_n\u00f5ukogu aruanne_2025_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Ekspress-Grupp-konsolideeritud-2023_ENG.pdf\">Ekspress Grupp konsolideeritud 2023_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Ekspress-Grupp-konsolideeritud-2024_ENG.pdf\">Ekspress Grupp konsolideeritud 2024_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Ekspress-Grupp-konsolideeritud-2025_ENG-1.pdf\">Ekspress Grupp konsolideeritud 2025<\/a><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Ekspress-Grupp-konsolideeritud-2025_ENG-1.pdf\">_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/EY-Reasonable-assurance-report-on-takeover-report-1.pdf\">EY Reasonable assurance report on takeover report<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Power-of-Attorney.docx\">Power of Attorney<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Withdrawal-of-POA.docx\">Withdrawal of POA<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Voting-ballot-2026-06-01.docx\">Voting ballot 2026 06 01<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2026\/04\/Ulevotmisaruanne-1.pdf\">\u00dclev\u00f5tmisaruanne<\/a><\/p>\n","protocol":""},{"title":"23.05.25","content":"<ol>\n<li>Approval of the 2024 annual report of AS Ekspress Grupp<\/li>\n<li>Approval of the proposal for the distribution of profits<\/li>\n<li>Election of a member of the Supervisory Board<\/li>\n<li>\u00a0Remuneration of the members of the Supervisory Board<\/li>\n<li>Recall of a member of the Supervisory Board<\/li>\n<\/ol>\n<p>&nbsp;<\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/04\/Notice-on-convening-of-Annual-General-Meeting.pdf\">Notice on convening of Annual General Meeting<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/05\/Changes-to-the-Agenda-and-Draft-Resolutions.pdf\">Changes to the Agenda and Draft Resolutions<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/04\/EG_n\u00f5ukogu-aruanne_2024_ENG.pdf\">EG_n\u00f5ukogu aruanne_2024_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/05\/EG_draft-resolutions_ENG-2025-05-23_v2.pdf\">EG_draft resolutions_ENG 2025 05 23_v2<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/05\/Voting-ballot-2025-05-23_v2.docx\">Voting ballot 2025 05 23_v2<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/04\/Withdrawal-of-POA.docx\">Withdrawal of POA<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/04\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/04\/Power-of-Attorney.docx\">Power of Attorney<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/04\/Ekspress-Grupp-konsolideeritud-2024_ENG.pdf\">Ekspress Grupp konsolideeritud 2024_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/04\/CV-Maapalu-ENG.pdf\">CV Maapalu ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2025\/05\/CV-Virkebau-ENG.pdf\">CV Virkebau ENG<\/a><\/p>\n<p>&nbsp;<\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=be5b25979419297babfddf7b67ca77421&amp;lang=en&amp;src=listed\">Resolutions of the Annual General Meeting 23.05.2025<\/a><\/p>\n<p>&nbsp;<\/p>\n"},{"title":"31.10.2024 ","content":"<p>Agenda<\/p>\n<p>Appointing the auditor for auditing the financial years covering the period from 01.01.2024\u201331.12.2026<\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/10\/Notice-of-adaption-of-resolutions-without-convrning-a-general-meeting.pdf\">Notice of adaption of resolutions without convrning a general meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/10\/Voting-ballot-2024-10-31.docx\">Voting ballot 2024 10 31<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/10\/Withdrawal-of-POA-31-10-2024.docx\">Withdrawal of POA &#8211; 31 10 2024<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/10\/Power-of-Attorney-31-10-2024.docx\">Power of Attorney &#8211; 31 10 2024<\/a><\/p>\n<p>&nbsp;<\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=b9e28e29e85619d0d16c85fd5c4917d31&amp;lang=en&amp;src=listed\"><u>Resolutions of general meeting 31.10.2024<\/u> \u00a0<\/a><\/p>\n"},{"title":"03.05.2024","content":"<p>Agenda:<\/p>\n<ol>\n<li>The approval of the 2023 annual report of AS Ekspress Grupp<\/li>\n<li>The approval of the proposal for distribution of profits<\/li>\n<li>Extension of the mandate of the Member of the Supervisory Board<\/li>\n<\/ol>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/Notice-on-convening-of-Annual-General-Meeting.pdf\">Notice on convening of Annual General Meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/EG_draft-resolutions_ENG-2024-05-03.pdf\">EG_draft resolutions_ENG 2024 05 03<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/EG_n\u00f5ukogu-aruanne_2023_ENG-1.pdf\">EG_n\u00f5ukogu aruanne_2023_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/Power-of-Attorney.docx\">Power of Attorney<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/Withdrawal-of-POA.docx\">Withdrawal of POA<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/Voting-ballot-2024-05-03-1.docx\">Voting ballot 2024 05 03<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/04\/Ekspress-Grupp-konsolideeritud-2023_ENG.pdf\">Ekspress Grupp konsolideeritud 2023_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/05\/2024-05-03-AGM-presentatsioon-ENG.pdf\">2024-05-03 AGM presentatsioon ENG<\/a><\/p>\n<p>&nbsp;<\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=b5b595f9b6f86899fe3dcdea1d431ef53&amp;lang=en&amp;src=listed\">Resolutions of the Annual General Meeting 03.05.2024<\/a><\/p>\n"},{"title":"04.03.2024 ","content":"<ol>\n<li>Amendment of the share option program approved on 29.09.2020<\/li>\n<li>Preclusion of the shareholders\u2019 preferential right to subscribe shares with regard to the shares to be issued for implementation of the 29.09.2020 share option program<\/li>\n<li>Amendment of Articles of Association<\/li>\n<li>Option pricing<\/li>\n<\/ol>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/02\/Notice-of-adaption-of-resolutions-without-convening-a-general-meeting.pdf\">Notice of adaption of resolutions without convening a general meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/02\/EG-p\u00f5hikiri-ENG-2024-03-04.pdf\">EG p\u00f5hikiri ENG 2024 03 04<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/02\/Clarification-of-the-agenda-item-2.pdf\">Clarification of the agenda item 2<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/02\/EG_draft-resolutions_ENG-2024-03-04.pdf\">EG_draft resolutions_ENG 2024 03 04<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/02\/Power-of-Attorney-04-03-2024.docx\">Power of Attorney &#8211; 04 03 2024<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/02\/Voting-ballot-2024-03-04.docx\">Voting ballot 2024 03 04<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2024\/02\/Withdrawal-of-POA-04-03-2024.docx\">Withdrawal of POA &#8211; 04 03 2024<\/a><\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=bd6b357a4bb612ad11452f6b3408b9c58&amp;lang=en\"><u>Resolutions of general meeting 04.03.24<\/u> <\/a><\/p>\n"},{"title":"04.05.2023","content":"<p><strong>Annual General Meeting<\/strong><\/p>\n<p>Agenda<\/p>\n<ol>\n<li>The approval of the 2022 annual report of AS Ekspress Grupp<\/li>\n<li>The approval of the proposal for distribution of profits.<\/li>\n<\/ol>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/04\/Notice-on-convening-of-Annual-General-Meeting.pdf\">Notice on convening of Annual General Meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/05\/2023-05-04-AGM-presentatsioon-ENG.pdf\">2023 05 04 AGM presentatsioon ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/04\/EG_n\u00f5ukogu-aruanne_2022_ENG.pdf\">Report of the Supervisory Board<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/04\/Voting-ballot-2023-05-04.docx\">Voting ballot 2023 05 04<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/04\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/04\/Power-of-Attorney.docx\">Power of Attorney<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/04\/Withdrawal-of-POA.docx\">Withdrawal of POA<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2023\/04\/Ekspress-Grupp-konsolideeritud-2022_ENG.pdf\">Ekspress Grupp consolidated 2022_ENG<\/a><\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=b3fbad45104ba485b366f27205966ae75&amp;lang=en\">Resolutions of the Annual General Meeting 04.05.2023<\/a><\/p>\n"},{"title":"31.08.2022","content":"<p><strong>Extraordinary general meeting<\/strong><\/p>\n<p>Agenda<\/p>\n<ol>\n<li>Recall of the member of the Supervisory Board<\/li>\n<li>Election of the member of the Supervisory Board<\/li>\n<li>Remuneration of the member of the Supervisory Board<\/li>\n<\/ol>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/08\/Notice-of-adoption-of-resolutions-without-convening-an-extraordinary-general-meeting.pdf\">Notice of adoption of resolutions without convening an extraordinary general meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/08\/EG_draft-resolutions_ENG-2022-08-31.pdf\">EG_draft resolutions_ENG 2022 08 31<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/08\/CV-Sami-Sepp\u00e4nen-ENG.pdf\">CV Sami Sepp\u00e4nen ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/08\/Voting-ballot-2022-08-31.docx\">Voting ballot 2022 08 31<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/08\/Power-of-Attorney-31-08-2022.docx\">Power of Attorney &#8211; 31 08 2022<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/08\/Withdrawal-of-POA-31-08-2022.docx\">Withdrawal of POA &#8211; 31 08 2022<\/a><\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=b036bb34c21c49d2d8122113a1f9d9e4d&amp;lang=en\">Resolutions of the general meeting 31.08.2022<\/a><\/p>\n"},{"title":"02.05.2022","content":"<p><strong>General Meeting of Shareholders of AS Ekspress Grupp<\/strong><\/p>\n<p>Agenda:<\/p>\n<ol>\n<li>The approval of the 2021 annual report of AS Ekspress Grupp<\/li>\n<li>The approval of the proposal for distribution of profits<\/li>\n<li>Determining the acquisition of AS Ekspress Grupp\u2019s own shares and laying down the terms of the share buyback program<\/li>\n<li>Recall of a Supervisory Board member<\/li>\n<li>Remuneration of the member of the Supervisory Board<\/li>\n<li>The approval of the Remuneration Policy for the Executive Management of AS Ekspress Grupp<\/li>\n<li>Election of the member of the Supervisory Board<\/li>\n<li>Remuneration of the member of the Supervisory Board<\/li>\n<\/ol>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Notice-on-convening-of-Annual-General-Meeting.pdf\">Notice on convening of Annual General Meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/2021-annual-report.egrupp.ee\/\">Annual report 2021<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/05\/2022-05-02-AGM-presentation-ENG.pdf\">2022 05 02 AGM presentation ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Voting-ballot-2022-05-02-updated-28.04.2022.docx\">Voting ballot 2022 05 02 (updated 28.04.2022)<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/EG_draft-resolutions_ENG-2022-05-02-updated-28.04.22.pdf\">EG_draft resolutions_ENG 2022 05 02 (updated 28.04.22)<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Remuneration-Policy.pdf\">Remuneration Policy<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Report-of-the-Supervisory-Board.pdf\">Report of the Supervisory Board<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Withdrawal-of-POA.docx\">Withdrawal of POA<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/CV-Triin-Hertmann-ENG.pdf\">CV Triin Hertmann ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Supplement-to-the-agenda-of-AGM-18-04-2022-ENG.pdf\">Supplement to the agenda of AGM 18 04 2022 ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/04\/Stock-exchange-release-28-04-2022.pdf\">Stock exchange release 28 04 2022<\/a><\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=b1685d727c08dfd1b70dd72b2ff7a925c&amp;lang=en\">Resolutions of the Annual General Meeting of Shareholders<\/a><\/p>\n"},{"title":"11.02.2022","content":"<p><strong>Extraordinary general meeting<\/strong><\/p>\n<p>Agenda:<\/p>\n<ol>\n<li><strong>The approval of the Share Option Program<\/strong><strong> that <\/strong><strong>entitles the Option Holders to acquire the shares of Ekspress Grupp in exchange for the underlying asset of the Options issued by Geenius Meedia in 2020.<\/strong><\/li>\n<\/ol>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/05\/Notice-of-adoption-of-resolution-without-convening-a-general-meeting.pdf\">Notice of adoption of resolution without convening a general meeting<\/a><\/p>\n","extras":"<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/01\/EG-option-program-May-2023_ENG.pdf\">EG option program May 2023_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/01\/EG_draft-resolutions_ENG-2022-02-11.pdf\">EG_draft resolutions_ENG 2022 02 11<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/01\/Power-of-Attorney-11-02-2022.docx\">Power of Attorney &#8211; 11 02 2022<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/01\/Voting-ballot-2022-02-11.docx\">Voting ballot 2022 02 11<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2022\/01\/Withdrawal-of-POA-11-02-2022.docx\">Withdrawal of POA &#8211; 11 02 2022<\/a><\/p>\n","protocol":"<p><a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=bb58afa7cab12255af6f2f1d5363437fd&amp;lang=en\">Resolution of the general meeting 11.02.2022<\/a><\/p>\n"},{"title":"2021","content":"<p><strong>04.11.2021 Adoption of resolutions of shareholders of AS Ekspress Grupp <\/strong><\/p>\n<p>The Management Board of AS\u00a0Ekspress Grupp proposed to the shareholders to adopt resolutions without convening an extraordinary general meeting. The notice of adoption of resolutions was published on 13 October 2021 in the stock exchange <a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=b988fc6fca0fa3dceef6131f1f72f2eef&amp;lang=en\">information system<\/a> and on the company\u2019s <a href=\"https:\/\/egrupp.ee\/en\/\">homepage<\/a>, as well as in the 14 October 2021 issue of newspaper Eesti P\u00e4evaleht.<\/p>\n<p>On time, ie by 9.00 on 4 November 2021, the shareholders cast 25,592,384 votes and 84.51% of the voting rights. If a shareholder did not give notice of whether he is in favour of or opposed to the resolution by the aforementioned term, it was deemed that he voted against the resolution (\u00a7 299<sup>1<\/sup> (2) of the Commercial Code) and these votes are recorded as opposing votes in the record of voting.<\/p>\n<p><strong>On 4 November 2021, the shareholders of AS Ekspress Grupp adopted the following resolutions. <\/strong><\/p>\n<ol>\n<li><strong>Extraordinary distribution of dividends in connection with the sale of AS Printall<\/strong><\/li>\n<\/ol>\n<p>To pay EUR 3,028,287, which is EUR 0.1 per share, as dividends to the shareholders.<\/p>\n<ul>\n<li>Shareholders, entered into the share register of AS Ekspress Grupp on 19 November 2021, at the close of the business of the settlement system, will be entitled to dividends.<\/li>\n<li>The day of change of the rights related to the shares (ex-date) is on 18 November 2021; from this date onwards, the person acquiring the shares will not have the right to receive dividends.<\/li>\n<li>Dividends will be paid to the shareholders on 23 November 2021 to the shareholder\u2019s bank account, which is linked to the securities account.<\/li>\n<\/ul>\n<p><em>The resolution was adopted by 84.51% votes in favour.<\/em><\/p>\n<hr \/>\n<p><strong>13.10.2021<\/strong> <strong>Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening an extraordinary general meeting<\/strong><\/p>\n<p>The Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) proposes to the shareholders to adopt resolutions without convening a meeting in accordance to \u00a7\u00a0299<sup>1<\/sup>\u00a0of the Commercial Code.<\/p>\n<p>The shareholders have the possibility to vote by e-mail using a voting ballot, which is added this notice on the website of Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>) as well as of Ekspress Grupp homepage (<a href=\"http:\/\/egrupp.ee\/en\">http:\/\/egrupp.ee\/en<\/a>). The filled in and signed ballot and the documents enabling identification of the shareholder and proof the right of representation shall be sent by e-mail at\u00a0<a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.ee<\/a> by no later than 4 November 2021 at 9:00 (Estonian time) in accordance with the procedure specified below. \u00a0If a shareholder does not give notice of whether he is in favour of or opposed to the resolution during this term, it shall be deemed that the shareholder has voted against the resolution.<\/p>\n<p>The circle of shareholders entitled to adopt the resolutions will be determined seven days prior the term by which shareholders must present their position, i.e. on 28 October, 2021 at the end of the working day of the settlement system. Ekspress Grupp shall disclose the resolutions with a stock exchange announcement and on the company\u2019s homepage no later than on 11 November 2021 in accordance with \u00a7\u00a0299<sup>1<\/sup>\u00a0(6) of the Commercial Code.<\/p>\n<p>As at 13 October, 2021, the share capital of AS Ekspress Grupp is 18,478,104.60 euros. The total number of shares is 30,796,841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp\u2019s 513,972 own shares.<\/p>\n<p><strong>The management board of AS Ekspress Grupp submits the following draft resolutions to the shareholders.<\/strong><\/p>\n<p><strong>1. Extraordinary distribution of dividends in connection with the sale of AS Printall<\/strong><\/p>\n<p>To pay EUR 3,028,287, which is EUR 0.1 per share, as dividends to the shareholders.<\/p>\n<ul>\n<li>Shareholders, entered into the share register of AS Ekspress Grupp on 19 November 2021, at the close of the business of the settlement system, will be entitled to dividends.<\/li>\n<li>The day of change of the rights related to the shares (ex-date) is on 18 November 2021; from this date onwards, the person acquiring the shares will not have the right to receive dividends.<\/li>\n<li>Dividends will be paid to the shareholders on 23 November 2021 to the shareholder\u2019s bank account, which is linked to the securities account.<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p><strong><u>Organisational issues<\/u><\/strong><\/p>\n<p><strong>Forwarding of the voting ballot and accompanying documents<\/strong><\/p>\n<p>The filled in and signed voting ballot and accompanying documents must be sent by e-mail to <a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.ee<\/a> no later than 4 November 2021 at 9.00.<\/p>\n<ul>\n<li>The voting ballot must be filled in and signed either digitally or by hand on paper.<\/li>\n<li>If the ballot is filled in and signed by hand on paper, the ballot must be scanned and forwarded by e-mail together with a copy of an identification document (e.g. passport or identity card\/ID-card) of the shareholder or the shareholder\u2019s representative, or a copy of the page of the identification document containing personal data (among else, the copy needs to display the expiration date and the person\u2019s specimen signature) in order to enable identification of the shareholder.<\/li>\n<li>If the ballot is filled in and signed digitally, no additional documents need to be presented to enable identification of the shareholder, if identification is possible using the digital signature itself (e.g. signing the ballot with Estonian ID-card, mobile-ID or smart-ID).<\/li>\n<li>Representative of a natural person-shareholder must also forward a suitably prepared power of attorney either in Estonian or English in a format which can be reproduced in writing.<\/li>\n<li>A legal representative of a legal person-shareholder must also forward an excerpt from an appropriate (business) register where the legal person is registered, which identifies the individual\u2019s right to represent the shareholder (legal representation). A legal person shareholder who is registered in the Estonian Commercial Register does not have to submit an excerpt from the register. If the type of representation is other than legal representation, a suitably prepared power of attorney in Estonian or English must also be submitted in a format which can be reproduced in writing, in addition to the excerpt from a register. 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. If the excerpts from a register are in a language other than Estonian or English, translations to either Estonian or English by a sworn translator or an official equated to a sworn translator must be provided. AS Ekspress Grupp may also deem the shareholder\u2019s voting right to be proven 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.<\/li>\n<\/ul>\n<p>In order to assign a representative, the shareholder may use the template for power of attorney, which is published on the homepage of AS Ekspress Grupp at <a href=\"http:\/\/www.egrupp.ee\">www.egrupp.ee<\/a> and on the website of Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>).<\/p>\n<p><strong>Documents related to the resolutions<\/strong><\/p>\n<p>The draft resolutions and related documents are available on the websites of AS Ekspress Grupp (<a href=\"http:\/\/www.egrupp.ee\">www.egrupp.ee<\/a>) and Nasdaq Baltic (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>).<\/p>\n<p><strong>Questions related to the resolutions and adoption procedure<\/strong><br \/>\nQuestions related to the resolutions and the adoption procedure may be submitted to e-mail <a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.ee<\/a>\u00a0until the deadline given to the shareholders to present their position. The questions and answers will be disclosed on Ekspress Grupp homepage <a href=\"http:\/\/www.egrupp.ee\">www.egrupp.ee<\/a>.<\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/10\/EG_draft-resolutions_ENG-2021-11-04.pdf\">EG_draft resolutions_ENG 2021 11 04<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/10\/Power-of-Attorney-04-11-2021.docx\">Power of Attorney &#8211; 04 11 2021<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/10\/Withdrawal-of-POA-04-11-2021.docx\">Withdrawal of POA &#8211; 04 11 2021<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/10\/Voting-ballot-2021-11-04.docx\">Voting ballot 2021 11 04<\/a><\/p>\n<hr \/>\n<p><strong>1<\/strong><strong>3.07.2021 <\/strong><strong>Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp<\/strong><\/p>\n<p>On 13<sup>th<\/sup> of July, 2021, the\u00a0Extraordinary General Meeting of the Shareholders of AS\u00a0Ekspress Grupp was held in Tallinn, Parda 6.<\/p>\n<p>Pursuant to \u00a7 303 (1) of the Commercial Code, neither Hans Luik nor the companies under his control could not vote in the Extraordinary General Meeting and these votes were not taken into account in determining the representation. Out of 11\u00a0732\u00a0249 votes with voting rights 7\u00a0090 535 votes were represented at the Meeting (60.44%).<\/p>\n<p><strong>The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.<\/strong><\/p>\n<p><strong>Decide on conclusion of a transaction with the member of the Supervisory Board and determine the terms and conditions of the transaction<br \/>\n<\/strong><\/p>\n<ul>\n<li>Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code 10092701) to Tr\u00fckitung O\u00dc (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:<br \/>\n&#8211; The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;<br \/>\n&#8211; EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;<br \/>\n&#8211; Ekspress Grupp and Printall will continue their cooperation.<\/li>\n<li>The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.<\/li>\n<li>Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the sales agreement.<\/li>\n<\/ul>\n<hr \/>\n<p><strong>18.06.2021 Notice on convening Extraordinary General Meeting of Shareholders<\/strong><\/p>\n<p>Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn; hereinafter Ekspress Grupp) convenes the Extraordinary General Meeting of Shareholders, which will be held on 13 of July, 2021 at 10.00 at the seat of Ekspress Grupp, in the city of Tallinn, Parda 6, 6<sup>th<\/sup> floor. The registration of participants in the Meeting will commence at 9.30 at the location of the Meeting.<\/p>\n<p><strong>The Management Board asks the shareholders to consider that due to the COVID-19 disease caused by the coronavirus it is advisable to minimize the extent of and participation in physical gatherings. Therefore, the Management Board urges the shareholders to vote 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,\u00a0<u>and not to participate in the general meeting in person<\/u>.<\/strong><\/p>\n<p>In order to vote using electronic means the shareholders have to fill in a voting ballot \u2013 the ballot is attached to the notice on convening the general meeting both on the website of the Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>) as well as that of Ekspress Grupp (<a href=\"http:\/\/egrupp.ee\/en\">http:\/\/egrupp.ee\/en<\/a>), and forward it by e-mail to <a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.ee<\/a> no later than 16.00 on 12 July 2021 either<\/p>\n<ul>\n<li>signed digitally<\/li>\n<\/ul>\n<p>or<\/p>\n<ul>\n<li>scanned with a hand-written signature and with a copy of the personal information page of the identical document.<\/li>\n<\/ul>\n<p>In addition to the voting ballot, the authorized representative of the shareholder must submit a valid power of attorney in Estonian or in English in a form which can be reproduced in writing. The shareholder may use the template of power of attorney which is available on the homepage of Ekspress Grupp. In the case of a shareholder registered in a foreign country, please present in addition to the voting ballot a copy of the valid extract from the relevant commercial register which shows the representative\u2019s right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or an official treated as such.<\/p>\n<p>The exact procedure of the organisation of the electronic voting is also attached to the notice on convening the general meeting on the aforementioned websites.<\/p>\n<p>Since December 2020, the Management Board of Ekspress Grupp has considered various strategic alternatives in respect of its subsidiary, the joint stock company Printall (hereinafter Printall). The financial advisor Porta Finance was in charge of the assessment. Various alternatives within its framework, including the sale of the printing business, the sale of the real estate properties of Printall and potential mergers were considered. During the assessment, the company contacted more than 50 potential buyers. It is important that the printing services continuation is ensured for Ekspress Grupp\u2019s publications. The best solution maximising the value for the group, was the sale of Printall to the buyer Tr\u00fckitung O\u00dc that made the best offer and that is controlled by the member of the Supervisory Board and shareholder of Ekspress Grupp, Hans Luik.<\/p>\n<p>The Supervisory Board of Ekspress Grupp has assessed the process of the preparation of the sales transaction, its enterprise value and key conditions, and has given its consent for conclusion of the share sales agreement. The Supervisory Board of Ekspress Grupp decided (Hans Luik did not vote on adoption of the decision):<\/p>\n<ul>\n<li>Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code 10092701) to Tr\u00fckitung O\u00dc (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:<\/li>\n<li>The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;<\/li>\n<li>EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;<\/li>\n<li>Ekspress Grupp and Printall will continue their cooperation.<\/li>\n<li>The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.<\/li>\n<li>Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the share sales agreement.<\/li>\n<\/ul>\n<p>According to the preliminary estimate, the transaction will result in the reduction of the issuer\u2019s assets by EUR 7.2 million and liabilities by EUR 5.0 million, and the one-off net loss will be EUR 2.2 million. The transaction is not considered as a significant transaction according to the rules and regulations of the NASDAQ Tallinn Stock Exchange \u201cRequirements for Issuers\u201d. Ekspress Grupp confirms that the members of the Group\u2019s Management and Supervisory Boards, other than Hans Luik, are not personally interested in the transaction.<\/p>\n<p><strong>According to the resolution of the Supervisory Board of Ekspress Grupp, the agenda of the Extraordinary General Meeting is as follows:<\/strong><\/p>\n<ul>\n<li><strong>Decide on conclusion of a transaction with the member of the Supervisory Board and determine the terms and conditions of the transaction <\/strong><\/li>\n<\/ul>\n<p>The Supervisory Board of Ekspress Grupp makes the following proposals to the shareholders regarding the items of the agenda.<\/p>\n<ul>\n<li><strong><strong>Decide on conclusion of a transacion with the member of the Supervisory Board and determine the terms and conditions of the transaction<\/strong><\/strong><\/li>\n<li>Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code 10092701) to Tr\u00fckitung O\u00dc (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:<\/li>\n<li>The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;<\/li>\n<li>EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;<\/li>\n<li>Ekspress Grupp and Printall will continue their cooperation.<\/li>\n<li>The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.<\/li>\n<li>Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the sales agreement.<\/li>\n<\/ul>\n<p>Neither Hans Luik nor the companies under his control can vote in the Extraordinary General Meeting, and these votes shall not be taken into account when determining representation.<\/p>\n<p>The shareholders entitled to attend the Extraordinary General Meeting will be determined seven days prior to the Extraordinary General Meeting, i.e. on 6 of July, 2021 at the end of the working day of the settlement system.<\/p>\n<p>All documents concerning the Extraordinary General Meeting of the Shareholders of Ekspress Grupp, including draft resolutions and meeting presentation, are available on the homepage of Ekspress Grupp at <a href=\"http:\/\/www.egrupp.ee\">www.egrupp.ee<\/a> and on the website of Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>).<\/p>\n<p>At the Meeting, the shareholders are entitled to receive information on the activities of Ekspress Grupp from the Management Board. If the Management Board of Ekspress Grupp refuses to provide information, the shareholders may demand that the General Meeting decides 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.<\/p>\n<p>Shareholders whose shares represent at least 1\/20 of the share capital are entitled to present a draft resolution on each agenda item to Ekspress Grupp at least 3 days prior to the General Meeting, i.e. until 10 July 2021, by submitting it in writing to e-mail address: <a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.e<\/a><\/p>\n<p>As at 18 June, 2021, the share capital of AS Ekspress Grupp is 18,478,104.60 euros. The total number of shares is 30,796,841, with each share granting one vote. The right to vote is not granted to Ekspress Grupp\u2019s 499,818 own shares.<\/p>\n<p>For the registration of participants in the Extraordinary General Meeting of Shareholders, we kindly ask:<\/p>\n<ul>\n<li>The shareholders who are natural persons to present an identity document (e.g. passport or ID card) and the representatives of the shareholders who are natural persons to submit an identity document and a document in Estonian or English in a form which can be reproduced in writing certifying their authorisation;<\/li>\n<li>The representatives of the shareholders who are foreign legal persons to submit a copy of the valid extract from the relevant commercial register which shows the representative\u2019s right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or an official treated as such.<\/li>\n<li>The authorised representatives of the shareholders to additionally submit a valid document certifying their authorisation in Estonian or English in a form which can be reproduced in writing. The shareholders may use the template of the power of attorney which is available on the homepage of Ekspress Grupp. Before the general meeting, the shareholders may notify of appointment of a representative and withdrawal of the power of attorney by the person to be represented by e-mail at the address egrupp@egrupp.ee or have the above document(s) delivered to the office of AS Ekspress Grupp at Parda 6, Tallinn 10151, 6th floor (on working days between 10.00 and 16.00) no later than 16.00 on 12 July 2021.<\/li>\n<\/ul>\n<p>It is not possible to vote at the general meeting by mail.<\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/06\/EG_draft-resolutions_ENG-2021-07-13.pdf\">EG_draft resolutions_ENG 2021 07 13<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/06\/Ekspress-Grupp-EGM-13-07-2021-presentation.pdf\">Ekspress Grupp EGM 13 07 2021 presentation<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/06\/Power-of-Attorney-13-07-2021.docx\">Power of Attorney &#8211; 13 07 2021<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/06\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/06\/Voting-ballot-2021-07-13.docx\">Voting ballot 2021 07 13<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/06\/Withdrawal-of-POA-13-07-2021.docx\">Withdrawal of POA &#8211; 13 07 2021<\/a><\/p>\n<hr \/>\n<p><strong>Adoption of resolutions of shareholders of AS Ekspress Grupp <\/strong><\/p>\n<p>The Management Board of AS\u00a0Ekspress Grupp proposed to the shareholders to adopt resolutions without convening a general meeting. The notice of adoption of resolutions was published on 20 May 2021 in the stock exchange <a href=\"https:\/\/view.news.eu.nasdaq.com\/view?id=b988fc6fca0fa3dceef6131f1f72f2eef&amp;lang=en\">information system<\/a> and on the company\u2019s <a href=\"https:\/\/egrupp.ee\/en\/\">homepage<\/a>, as well as in the 21 May 2021 issue of newspaper LP Eesti P\u00e4evaleht.<\/p>\n<p>On time, ie by 9.00 on 15 June 2021, the shareholders cast 25,508,067 votes and 84.23% of the voting rights. If a shareholder did not give notice of whether he is in favour of or opposed to the resolution by the aforementioned term, it was deemed that he voted against the resolution (\u00a7 299<sup>1<\/sup> (2) of the Commercial Code) and these votes are recorded as opposing votes in the record of voting.<\/p>\n<p><strong>On 15 June 2021, the shareholders of AS Ekspress Grupp adopted the following resolutions. <\/strong><\/p>\n<ul>\n<li><strong>The approval of the 2020 annual report of AS Ekspress Grupp.<\/strong><\/li>\n<\/ul>\n<p>To approve the 2020 annual report of AS Ekspress Grupp for the financial year from 1<sup>st<\/sup> of January 2020 to 31<sup>st<\/sup> of December 2020.<\/p>\n<p><em>The resolution was adopted by 84.23% votes in favour.<\/em><\/p>\n<ul>\n<li><strong>The approval of the proposal for distribution of profits.<\/strong><\/li>\n<\/ul>\n<p>To approve the Profit Distribution Proposal for 2020. To distribute total 2,509,578 euros as follows: to increase statutory reserve by 125,479 euros; the remaining 2,384,099 euros to be allocated to the retained earnings.<\/p>\n<p><em>The resolution was adopted by 84.23% votes in favour.<\/em><\/p>\n<ul>\n<li><strong>Extension of the mandate of the member of the Supervisory Board.<\/strong><\/li>\n<\/ul>\n<p>To extend the mandate of Aleksandras \u010cesnavi\u010dius as the Member of the Supervisory Board until 16.06.2025.<\/p>\n<p><em>The resolution was adopted by 84.23% votes in favour.<\/em><\/p>\n<hr \/>\n<p><strong>20.05.2021 Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening a general meeting<\/strong><\/p>\n<p>The Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) proposes to the shareholders to adopt resolutions without convening a meeting in accordance to \u00a7\u00a0299<sup>1<\/sup>\u00a0of the Commercial Code. The Management Board is making this proposal in order to avoid physical gatherings during the corona pandemic.<\/p>\n<p>The shareholders have the possibility to vote by e-mail using a voting ballot, which is added this notice on the website of Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>) as well as of Ekspress Grupp homepage (<a href=\"http:\/\/egrupp.ee\/en\">http:\/\/egrupp.ee\/en<\/a>). The filled in and signed ballot and the documents enabling identification of the shareholder and proof the right of representation shall be sent by e-mail at\u00a0<a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.ee<\/a> by no later than 15 June 2021 at 9:00 (Estonian time) in accordance with the procedure specified below. \u00a0If a shareholder does not give notice of whether he is in favour of or opposed to the resolution during this term, it shall be deemed that the shareholder has voted against the resolution.<\/p>\n<p>The circle of shareholders entitled to adopt the resolutions will be determined seven days prior the term by which shareholders must present their position, i.e. on 8 June, 2021 at the end of the working day of the settlement system. Ekspress Grupp shall disclose the resolutions with a stock exchange announcement and on the company\u2019s homepage no later than on 22 June 2021 in accordance with \u00a7\u00a0299<sup>1<\/sup>\u00a0(6) of the Commercial Code.<\/p>\n<p>As at 20 May, 2021, the share capital of AS Ekspress Grupp is 18,878,104.60 euros. The total number of shares is 30,796,841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp\u2019s 513,972 own shares.<\/p>\n<p>The management board of AS Ekspress Grupp submits the following draft resolutions to the shareholders.<\/p>\n<p><strong>The approval of the 2020 annual report of AS Ekspress Grupp.<\/strong><\/p>\n<p>To approve the 2020 annual report of AS Ekspress Grupp for the financial year from 1<sup>st<\/sup> of January 2020 to 31<sup>st<\/sup> of December 2020.<\/p>\n<p><strong>The approval of the proposal for distribution of profits.<\/strong><\/p>\n<p>To approve the Profit Distribution Proposal for 2020. To distribute total 2,509,578 euros as follows: to increase statutory reserve by 125,479 euros; the remaining 2,384,099 euros to be allocated to the retained earnings.<\/p>\n<p><strong>Extension of the mandate of the member of the Supervisory Board.<\/strong><\/p>\n<p>To extend the mandate of Aleksandras \u010cesnavi\u010dius as the Member of the Supervisory Board until 16.06.2025.<\/p>\n<p><strong><u>Organisational issues<\/u><\/strong><\/p>\n<p><strong>Forwarding of the voting ballot and accompanying documents<\/strong><\/p>\n<p>The filled in and signed voting ballot and accompanying documents must be sent by e-mail to <a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.ee<\/a> no later than 15 June 2021 at 9.00.<\/p>\n<ul>\n<li>The voting ballot must be filled in and signed either digitally or by hand on paper.<\/li>\n<li>If the ballot is filled in and signed by hand on paper, the ballot must be scanned and forwarded by e-mail together with a copy of an identification document (e.g. passport or identity card\/ID-card) of the shareholder or the shareholder\u2019s representative, or a copy of the page of the identification document containing personal data (among else, the copy needs to display the expiration date and the person\u2019s specimen signature) in order to enable identification of the shareholder.<\/li>\n<li>If the ballot is filled in and signed digitally, no additional documents need to be presented to enable identification of the shareholder, if identification is possible using the digital signature itself (e.g. signing the ballot with Estonian ID-card, mobile-ID or smart-ID).<\/li>\n<li>Representative of a natural person-shareholder must also forward a suitably prepared power of attorney either in Estonian or English in a format which can be reproduced in writing.<\/li>\n<li>A legal representative of a legal person-shareholder must also forward an excerpt from an appropriate (business) register where the legal person is registered, which identifies the individual\u2019s right to represent the shareholder (legal representation). If the type of representation is other than legal representation, a suitably prepared power of attorney in Estonian or English must also be submitted in a format which can be reproduced in writing, in addition to the excerpt from a register. 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. If the excerpts from a register are in a language other than Estonian or English, translations to either Estonian or English by a sworn translator or an official equated to a sworn translator must be provided. AS Ekspress Grupp may also deem the shareholder\u2019s voting right to be proven 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.<\/li>\n<\/ul>\n<p>In order to assign a representative, the shareholder may use the template for power of attorney, which is published on the homepage of AS Ekspress Grupp at <a href=\"http:\/\/www.egrupp.ee\">www.egrupp.ee<\/a> and on the website of Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>).<\/p>\n<p><strong>Documents related to the resolutions<\/strong><\/p>\n<p>The draft resolutions and related documents are available on the websites of AS Ekspress Grupp (<a href=\"http:\/\/www.egrupp.ee\">www.egrupp.ee<\/a>) and Nasdaq Baltic (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=\">https:\/\/nasdaqbaltic.com\/<\/a>).<\/p>\n<p><strong>Questions related to the resolutions and adoption procedure<\/strong><br \/>\nQuestions related to the resolutions and the adoption procedure may be submitted to e-mail <a href=\"mailto:egrupp@egrupp.ee\">egrupp@egrupp.ee<\/a>\u00a0until the deadline given to the shareholders to present their position. The questions and answers will be disclosed on Ekspress Grupp homepage <a href=\"http:\/\/www.egrupp.ee\">www.egrupp.ee<\/a>.<\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/05\/EG_n\u00f5ukogu-aruanne_2020_ENG.pdf\">EG_n\u00f5ukogu aruanne_2020_ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/05\/EG_draft-resolutions_ENG-2021-06-15.pdf\">EG_draft resolutions_ENG 2021 06 15<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/05\/Power-of-Attorney-15-06-2021.docx\">Power of Attorney &#8211; 15 06 2021<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/05\/Withdrawal-of-POA-15-06-2021.docx\">Withdrawal of POA &#8211; 15 06 2021<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/05\/Voting-ballot-2021-06-15.docx\">Voting ballot 2021 06 15<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2021\/05\/Ekspress-Grupp-konsolideeritud-2020_ENG.pdf\">Ekspress Grupp konsolideeritud 2020_ENG<\/a><\/p>\n","extras":"","protocol":""},{"title":"2020","content":"<h3>Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp held on 29th of September, 2020<\/h3>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 29th of September, 2020, the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda 6.<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of 29 796 841 votes 21 446 212 votes were represented at the Meeting, i.e. 72.02% of the votes. All participating shareholders cast their votes electronically before the meeting.<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.<\/span><\/strong><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1. Implementation of the share option program approved on 13.06.2017 and amendment of the shareholders\u2019 general meeting resolution adopted on 13.06.2017<\/span><\/strong><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To approve the following activities required for the implementation of the option program:<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.1. Ekspress Grupp issues up to 1.3 million new shares with the nominal value of 0.6 euro each share. The shares are issued to the option program organizer chosen by the supervisory board.<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.2. Ekspress Grupp concludes an agreement on organising of the implementation of the option program with a trustworthy third party (option program organizer). Under the agreement the option program organizer obliges to purchase the shares issued for the implementation of the option program and sell these back to Ekspress Grupp for the nominal price of the shares and on the terms agreed upon between the parties.<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.3. To amend point 4.10 of the resolution of AS Ekspress Grupp annual shareholders\u2019 general meeting dated 13.06.2017 and to phrase it as follows:<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><em><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.10. For implementation of the share option program the company obtains up to 1.3 million company\u2019s own shares from the option program organizer in the period starting from the adoption of this resolution until 01.04.2021. The minimum and maximum acquisition price of own shares is the nominal 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.<\/span><\/em><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2. Preclusion of the shareholders\u2019 preferential right to subscribe shares with regard to the shares to be issued for implementation of the 13.06.2017 share option program<\/span><\/strong><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To exclude the shareholders\u2019 preferential right to subscribe shares which are issued for the implementation of the share option program approved on 13.06.2017.<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">3. Amendment of the Articles of Association<\/span><\/strong><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To add clause 5.9 to the Articles of Association in the following wording:<\/span><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><em><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">5.9. The Supervisory Board shall have the right, during a period of three years from the moment of entry into force of this wording of the Articles of Association, to increase the share capital by contributions of up to EUR 780,000 (seven hundred and eighty thousand).<\/span><\/em><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4. Approval of the new share option program<\/span><\/strong><\/p>\n<p style=\"font-variant-ligatures: normal; font-variant-caps: normal; orphans: 2; text-align: start; widows: 2; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; word-spacing: 0px;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To approve the share option program of AS Ekspress Grupp for the period 2021\u20132023.<\/span><\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/EG-p\u00f5hikiri-ENG-2020-09-29-1.pdf\">EG p\u00f5hikiri ENG 2020 09 29<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/Share-Option-Program-2021_2023-ENG-1.pdf\">Share Option Program 2021_2023 ENG<\/a><\/p>\n<hr \/>\n<h3><strong>29.09.2020 Notice on convening Extraordinary General Meeting of Shareholders<\/strong><\/h3>\n<p>Notice is hereby given that the Management Board 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 29th of September, 2020 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.<\/p>\n<p><strong>The Management Board asks the shareholders to consider that due to the COVID-19 disease caused by the coronavirus it is advisable to minimize the extent of and participation in physical gatherings. Therefore, the Management Board urges the shareholders to vote 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, and not to participate the general meeting in person.<\/strong><\/p>\n<p>In order to vote using electronic means the shareholders have to fill in a voting ballot \u2013 the ballot is attached to the notice on convening the general meeting both on the website of Nasdaq Baltic stock exchange (https:\/\/nasdaqbaltic.com\/) as well as of Ekspress Grupp (http:\/\/egrupp.ee\/en), and forward it by e-mail to egrupp@egrupp.ee no later than 16.00 on 28 September 2020 either<\/p>\n<ul>\n<li>signed digitally<\/li>\n<\/ul>\n<p>or<\/p>\n<ul>\n<li>scanned with a hand-written signature and with a copy of the personal information page of the identical document.<\/li>\n<\/ul>\n<p>In addition to the voting ballot, the authorized representative of the shareholder has to submit a valid power of attorney in Estonian or in English in a form which can be reproduced in writing. The shareholder may use the template of power of attorney which is available on the homepage of Ekspress Grupp. In the case of a shareholder registered in a foreign country, please present in addition to the voting ballot a copy of the valid extract from the relevant commercial register which shows the representative\u2019s right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or an official treated as such.<\/p>\n<p>The exact procedure of the organisation of the electronic voting is also attached to the notice on convening the general meeting on the aforementioned websites.<\/p>\n<p>Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the Agenda of the Extraordinary General Meeting of Shareholders is as follows:<\/p>\n<ol>\n<li>Implementation of the share option program approved on 13.06.2017 and amendment of the shareholders\u2019 general meeting resolution adopted on 13.06.2017<\/li>\n<li>Preclusion of the shareholders\u2019 preferential right to subscribe shares with regard to the shares to be issued for implementation of the 13.06.2017 share option program<\/li>\n<li>Amendment of the Articles of Association<\/li>\n<li>Approval of the new share option program<\/li>\n<\/ol>\n<p>The management board of AS Ekspress Grupp makes the following proposals to the shareholders about the items of the agenda.<\/p>\n<p><strong>1. Implementation of the share option program approved on 13.06.2017 and amendment of the shareholders\u2019 general meeting resolution adopted on 13.06.2017<\/strong><\/p>\n<p>To approve the following activities required for the implementation of the option program:<\/p>\n<p>1.1 Ekspress Grupp issues up to 1.3 million new shares with the nominal value of 0.6 euro each share. The shares are issued to the option program organizer chosen by the supervisory board.<\/p>\n<p>1.2 Ekspress Grupp concludes an agreement on organising of the implementation of the option program with a trustworthy third party (option program organizer). Under the agreement the option program organizer obliges to purchase the shares issued for the implementation of the option program and sell these back to Ekspress Grupp for the nominal price of the shares and on the terms agreed upon between the parties.<\/p>\n<p>1.3 To amend point 4.10 of the resolution of AS Ekspress Grupp annual shareholders\u2019 general meeting dated 13.06.2017 and to phrase it as follows:<\/p>\n<p><em>4.10 For implementation of the share option program the company obtains up to 1.3 million company\u2019s own shares from the option program organizer in the period starting from the adoption of this resolution until 01.04.2021. The minimum and maximum acquisition price of own shares is the nominal 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.<\/em><\/p>\n<p><strong>2. Preclusion of the shareholders\u2019 preferential right to subscribe shares with regard to the shares to be issued for implementation of the 13.06.2017 share option program.<\/strong><\/p>\n<p>To exclude the shareholders\u2019 preferential right to subscribe shares which are issued for the implementation of the share option program approved on 13.06.2017.<\/p>\n<p><strong>3. Amendment of the Articles of Association.<\/strong><\/p>\n<p>To add clause 5.9 to the Articles of Association in the following wording:<\/p>\n<p><em>5.9. The Supervisory Board shall have the right, during a period of three years from the moment of entry into force of this wording of the Articles of Association, to increase the share capital by contributions of up to EUR 780,000 (seven hundred and eighty thousand).<\/em><\/p>\n<p><strong>4. Approval of the new share option program.<\/strong><\/p>\n<p>To approve the share option program of AS Ekspress Grupp for the period 2021\u20132023.<\/p>\n<p>The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined seven days prior to the General Meeting, i.e. on 22nd September, 2020 at the end of the working day of the settlement system.<\/p>\n<p>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 and on the website of Nasdaq Baltic stock exchange (https:\/\/nasdaqbaltic.com\/).<\/p>\n<p>At the 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 decides 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.<\/p>\n<p>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 26th September, 2020, by submitting it in writing to e-mail address: egrupp@egrupp.ee.<\/p>\n<p>As at 7th September, 2020, 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\u2019s 17,527 own shares.<\/p>\n<p>For the registration of participants in the Extraordinary General Meeting of Shareholders, we kindly ask:<\/p>\n<ul>\n<li>The shareholders who are natural persons to present an identity document (e.g. passport or ID card) and the representatives of the shareholders who are natural persons to submit an identity document and a document in Estonian or English in a form which can be reproduced in writing certifying their authorisation;<\/li>\n<li>The representatives of the shareholders who are foreign legal persons to submit a copy of the valid extract from the relevant commercial register which shows the representative\u2019s right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or an official treated as such.<\/li>\n<li>The authorised representatives of the shareholders to additionally submit a valid document certifying their authorisation in Estonian or English in a form which can be reproduced in writing. The shareholders may use the template of the power of attorney which is available on the homepage of Ekspress Grupp. Before the general meeting, the shareholders may notify of appointment of a representative and withdrawal of the power of attorney by the person to be represented by e-mail at the address egrupp@egrupp.ee or have the above document(s) delivered to the office of AS Ekspress Grupp at Parda 6, Tallinn 10151, 5th floor (on working days between 10.00 and 16.00) no later than 16.00 on 28 September 2020.<\/li>\n<\/ul>\n<p>It is not possible to vote at the general meeting by mail.<\/p>\n<p>AS Ekspress Grupp shall reserve the right not to convene the general meeting if it is evident that due to new government restrictions or other reasons the organisation of the meeting is not reasonably practicable.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/Power-of-Attorney-29-09-2020.docx\">Power of Attorney &#8211; 29 09 2020<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/EG_draft-resolutions_ENG-2020-09-29.pdf\">EG_draft resolutions_ENG 2020 09 29<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/EG-p\u00f5hikiri-ENG-2020-09-29.pdf\">EG p\u00f5hikiri ENG 2020 09 29<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/Clarification-of-the-agenda-item-2.pdf\">Clarification of the agenda item 2<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/Withdrawal-of-POA-29-09-2020.docx\">Withdrawal of POA &#8211; 29 09 2020<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/Voting-ballot-2020-09-29.docx\">Voting ballot 2020 09 29<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/Share-Option-Program-2021_2023-ENG.pdf\">Share Option Program 2021_2023 ENG<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/09\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><\/p>\n<hr \/>\n<h3><strong>Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 17<sup>th<\/sup> of June, 2020<\/strong><\/h3>\n<p>On 17<sup>th<\/sup> of June, 2020, the\u00a0Annual General Meeting of the Shareholders of AS\u00a0Ekspress Grupp was held in Tallinn, Parda 6.<\/p>\n<p>Out of 29\u00a0796\u00a0841 votes 22 933\u00a0344 votes were represented at the Meeting, i.e. 77.01% of the votes.<\/p>\n<p><strong>The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.<\/strong><\/p>\n<ul>\n<li><strong>The approval of the 2019 annual report of AS Ekspress Grupp <\/strong><\/li>\n<\/ul>\n<p>To approve the Annual Report of AS Ekspress Grupp for the financial year 1<sup>st<\/sup> of January 2019 \u2013 31<sup>st<\/sup> of December 2019.<\/p>\n<ul>\n<li><strong>The approval of the proposal for distribution of profits <\/strong><\/li>\n<\/ul>\n<p>To\u00a0approve the profit distribution proposal for 2019. To distribute total 1\u00a0394 thousand euros as following: to increase statutory reserve by 70 thousand euros; the remaining 1\u00a0324 thousand euros to be allocated to the retained earnings.<\/p>\n<ul>\n<li><strong>Election of the Member of the Supervisory Board<\/strong><\/li>\n<\/ul>\n<p>To elect Priit Rohumaa (personal code 37504030225) as the Member of the Supervisory Board for the five years until 16.06.2025.<\/p>\n<ul>\n<li><strong>Remuneration of the Member of the Supervisory Board<\/strong><\/li>\n<\/ul>\n<p>To remunerate Priit Rohumaa as follows: the monthly remuneration to be paid is 1000 euros.<\/p>\n<ul>\n<li><strong>Appointing the auditor for auditing the financial years covering the period from 01.01.2020 &#8211; 31.12.2023<\/strong><\/li>\n<\/ul>\n<p>To appoint KPMG Baltics O\u00dc (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2020\u201331.12.2023 and to pay to the audit firm for auditing as per contract to be entered into with KPMG Baltics O\u00dc.<\/p>\n<ul>\n<li><strong>Amendment of the Articles of Association<\/strong><\/li>\n<\/ul>\n<p>To amend the Articles of Association as follows:<\/p>\n<p>To consider clause 2.2 to be correct as follows:<\/p>\n<p><em>2.2. The Company has one class of registered shares with the nominal value of EUR 0.60. Every share grants one vote at the general meeting.<\/em><\/p>\n<p>To delete former clause 2.4.<\/p>\n<p>To add clause 2.5 and 2.7 as follows:<\/p>\n<p><em>2.5. The Company may issue, for a conditional increase of the share capital, bonds by a resolution of the general meeting, the holders of which have the right to convert their bonds to shares (convertible bond).<\/em><\/p>\n<p><em>2.7. <\/em><em>The equity of the Company shall also include a voluntary reserve. The voluntary reserve shall be formed from the contributions of shareholders and other persons. Contributions and other allocations to the voluntary reserve may be made in cash and other assets. Contributions and other allocations shall be made pursuant to the resolution of the general meeting. Payments from the voluntary reserve may be made to the shareholders pursuant to the resolution of the general meeting according to the number of shares held by the shareholders. Payments may be made if it does not result in the net assets of the public limited company falling below the amount of the share capital and the legal reserve. Interest shall neither be calculated nor paid from the contributions made to the voluntary reserve.<\/em><\/p>\n<p>To delete former clauses 4.6 and 4.7.<\/p>\n<p>To change clause 5.6 and consider it right as follows:<\/p>\n<p><em>5.6. A resolution of the Supervisory Board shall be considered as adopted, if more than one-half of the members of the Supervisory Board participating in the voting vote in favour. The Supervisory Board has the right to adopt resolutions without calling a meeting either by e-mail voting or by a written decision. A member of the Supervisory Board shall not take part in voting, if the decision to be voted on concerns the granting of consent for the conclusion of a transaction between the member of the Supervisory Board and the Company or the granting of consent for<\/em><em> the conclusion of a transaction between a third person and the Company, if the interests of the member of the Supervisory Board arising from the transaction are in conflict with the interests of the Company. <\/em><\/p>\n<p>To change clauses 5.8.5-5.8.8 and consider them right as follows:<\/p>\n<p><em>5.8.5.<\/em> <em>the making of investments exceeding a prescribed sum expenditure for the financial year;\u00a0 <\/em><\/p>\n<p><em>5.8.6.<\/em> <em>the taking of loans or any other debt obligations exceeding a prescribed sum for the financial year; <\/em><\/p>\n<p><em>5.8.7.<\/em> <em>the granting of loans or the securing of debt obligations if this is beyond the scope of everyday economic activities, except the granting and securing of loans inside the group; <\/em><\/p>\n<p><em>5.8.8.<\/em> <em>the transfer or encumbrance of immovable property or movable property subject to entry into the register. <\/em><\/p>\n<p>To amend section 7 and consider it right as follows:<\/p>\n<p><em>7. REPORTING <\/em><\/p>\n<p><em>7.1. The financial year of the Company begins on 1 January and ends on 31 December. <\/em><\/p>\n<p><em>7.2. The Management Board shall prepare an annual report and shall present it with the auditor\u2019s report to the Supervisory Board and to the general meeting. <\/em><\/p>\n<p><em>7.3. The Supervisory Board shall review the annual report and prepare a written statement, which shall be presented to the general meeting. In the said statement, the Supervisory Board shall indicate whether it approves the annual report prepared by the Management Board. The statement shall also contain information concerning the activities of the Supervisory Board in the organisation and management of the operations of the Company. <\/em><\/p>\n<p><em>7.4. The annual report shall be approved by the general meeting.<\/em><\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/2020-06-17-EG-AGM-presentation_ENG.pdf\">2020 06 17 EG AGM presentation<\/a><\/p>\n<hr \/>\n<h3><strong>Notice on convening Annual General Meeting of Shareholders on 17th of June 2020<\/strong><\/h3>\n<p>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 17<sup>th<\/sup>\u00a0of June, 2020 at 10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6<sup>th<\/sup>\u00a0floor. The registration of participants in the Meeting will commence at 9:30 at the location of the Meeting.<\/p>\n<p><strong>The Management Board asks the shareholders to consider that due to the COVID-19 pandemic caused by the coronavirus it is advisable to minimize the extent of and participation in physical gatherings. Therefore, the Management Board urges the shareholders to vote 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,\u00a0<u>and not to participate the general meeting in person<\/u>.<\/strong><\/p>\n<p>In order to vote using electronic means the shareholders are to fill in a voting ballot \u2013 the ballot is attached to the notice on convening the general meeting both on the website of Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=M0fBtfszblGf80tnOgjCpwjYYm4XpvIWXRo92ivil0MSLtt9vp7ENm1nFONDupFJzdRvA9PfoISH4EK6pFUtMwgDPVfNOcaN5-_C1-w5bY2548S0iCFVX7RSmQFKagbAcr-j6H1YubxHQVZl4oyWFq9X-Zy2ThrXW4B37OayILC6zIgcK41NNEihlmSyojvn3w0UyXnA133wCRmC-_I1HrmMMe2rDGqzxO5O3IVtzLDFcO2WXJvFabbV3NKFoljmexbD2NFTjbqRU_4mfeQRbg==\">https:\/\/nasdaqbaltic.com\/<\/a>) as well as of Ekspress Grupp (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=M0fBtfszblGf80tnOgjCp8hZRIHhX7_U7Uv-lkE3amEFeIEidyb9cuvmWpSUQe-5c6x3B2At3A-PM1p_gO7Z7g==\">http:\/\/egrupp.ee\/en<\/a>). The filled in ballot shall be signed digitally and sent to the Management Board by e-mail at\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=BRcXMFmg9DCl1ThxFv8ZS8rnFdeQxS4pXF_z9Q_vzXNkWDBYRHk38juuWQNHPjAT1BWraq8K7Rgy-UrHM6XA2g==\">egrupp@egrupp.ee<\/a>\u00a0by no later than on 16 June 2020 at 16:00. The exact procedure of the organisation of the electronic voting is also attached to the notice on convening the general meeting on the aforementioned websites.<\/p>\n<p>In order to protect the participants of the general meeting, the Management Board affirms that appropriate measures will be taken on the site of the meeting to minimize the possibility of spreading the coronavirus. Appropriate disinfectants and personal protective equipment shall be provided on site of the meeting. We will update the measures to be taken as needed according to the overall situation and possible societal restrictions at the time of the meeting.<\/p>\n<p>Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the Agenda of the Annual General Meeting of Shareholders is as follows:<\/p>\n<ul>\n<li>The approval of the 2019 annual report of AS Ekspress Grupp.<\/li>\n<li>The approval of the proposal for distribution of profits.<\/li>\n<li>Election of the member of the Supervisory Board.<\/li>\n<li>Remuneration of the member of the Supervisory Board.<\/li>\n<li>Appointing the auditor for auditing the financial years covering the period from 01.01.2020 &#8211; 31.12.2023.<\/li>\n<li>Amendment of the Articles of Association.<\/li>\n<\/ul>\n<ol>\n<li style=\"list-style-type: none;\"><\/li>\n<\/ol>\n<p>The management board of AS Ekspress Grupp makes the following proposals to the shareholders about the items of the agenda:<\/p>\n<ul>\n<li><strong>The approval of the 2019 annual report of AS Ekspress Grupp.<\/strong><\/li>\n<\/ul>\n<p>To approve the 2019 annual report of AS Ekspress Grupp for the financial year from 1<sup>st<\/sup>\u00a0of January 2019 to 31<sup>st<\/sup>\u00a0of December 2019.<\/p>\n<ul>\n<li><strong>The approval of the proposal for distribution of profits.<\/strong><\/li>\n<\/ul>\n<p>To approve the Profit Distribution Proposal for 2019. To distribute total 1\u00a0394 thousand euros as follows: to increase statutory reserve by 70 thousand euros; the remaining 1\u00a0324 thousand euros to be allocated to the retained earnings.<\/p>\n<ul>\n<li><strong>Election of the member of the Supervisory Board.<\/strong><\/li>\n<\/ul>\n<p>To elect Priit Rohumaa (personal code 37504030225) as the Member of the Supervisory Board for the five years until 16.06.2025.<\/p>\n<ul>\n<li><strong>Remuneration of the member of the Supervisory Board.<\/strong><\/li>\n<\/ul>\n<p>To remunerate Priit Rohumaa as follows: the monthly remuneration to be paid is 1000 euros.<\/p>\n<ul>\n<li><strong>Appointing the auditor for auditing the financial years covering the period from 01.01.2020\u00a0<\/strong>\u2013<strong>\u00a031.12.2023.<\/strong><\/li>\n<\/ul>\n<p>To appoint KPMG Baltics O\u00dc (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2020 \u2013 31.12.2023 and to pay to the audit firm for auditing as per contract to be entered into with KPMG Baltics O\u00dc.<\/p>\n<ul>\n<li><strong>Amendment of the Articles of Association<\/strong><\/li>\n<\/ul>\n<p>To amend the Articles of Association as follows:<\/p>\n<p>To consider clause 2.2 to be correct as follows:<\/p>\n<p><em>2.2. The Company has one class of registered shares with the nominal value of EUR 0.60. Every share grants one vote at the general meeting.<\/em><\/p>\n<p>To delete former clause 2.4.<\/p>\n<p>To add clause 2.5 and 2.7 as follows:<\/p>\n<p><em>2.5. The Company may issue, for a conditional increase of the share capital, bonds by a resolution of the general meeting, the holders of which have the right to convert their bonds to shares (convertible bond).<\/em><\/p>\n<p><em>2.7.\u00a0The equity of the Company shall also include a voluntary reserve. The voluntary reserve shall be formed from the contributions of shareholders and other persons. Contributions and other allocations to the voluntary reserve may be made in cash and other assets. Contributions and other allocations shall be made pursuant to the resolution of the general meeting. Payments from the voluntary reserve may be made to the shareholders pursuant to the resolution of the general meeting according to the number of shares held by the shareholders. Payments may be made if it does not result in the net assets of the public limited company falling below the amount of the share capital and the legal reserve. Interest shall neither be calculated nor paid from the contributions made to the voluntary reserve.<\/em><\/p>\n<p>To delete former clauses 4.6 and 4.7.<\/p>\n<p>To change clause 5.6 and consider it right as follows:<\/p>\n<p><em>5.6. A resolution of the Supervisory Board shall be considered as adopted, if more than one-half of the members of the Supervisory Board participating in the voting vote in favour. The Supervisory Board has the right to adopt resolutions without calling a meeting either by e-mail voting or by a written decision. A member of the Supervisory Board shall not take part in voting, if the decision to be voted on concerns the granting of consent for the conclusion of a transaction between the member of the Supervisory Board and the Company or the granting of consent for\u00a0the conclusion of a transaction between a third person and the Company, if the interests of the member of the Supervisory Board arising from the transaction are in conflict with the interests of the Company.<\/em><\/p>\n<p>To change clauses 5.8.5-5.8.8 and consider them right as follows:<\/p>\n<p><em>5.8.5.<\/em>\u00a0<em>the making of investments exceeding a prescribed sum expenditure for the financial year;\u00a0<\/em><br \/>\n<em>5.8.6.<\/em>\u00a0<em>the taking of loans or any other debt obligations exceeding a prescribed sum for the financial year;<\/em><br \/>\n<em>5.8.7.<\/em>\u00a0<em>the granting of loans or the securing of debt obligations if this is beyond the scope of everyday economic activities, except the granting and securing of loans inside the group;<\/em><br \/>\n<em>5.8.8.<\/em>\u00a0<em>the transfer or encumbrance of immovable property or movable property subject to entry into the register.<\/em><\/p>\n<p>To amend section 7 and consider it right as follows:<\/p>\n<p><em>7. REPORTING<\/em><\/p>\n<p><em>7.1.<\/em>\u00a0<em>The financial year of the Company begins on 1 January and ends on 31 December.<\/em><br \/>\n<em>7.2.<\/em>\u00a0<em>The Management Board shall prepare an annual report and shall present it with the auditor\u2019s report to the Supervisory Board and to the general meeting.<\/em><br \/>\n<em>7.3.<\/em>\u00a0<em>The Supervisory Board shall review the annual report and prepare a written statement, which shall be presented to the general meeting. In the said statement, the Supervisory Board shall indicate whether it approves the annual report prepared by the Management Board. The statement shall also contain information concerning the activities of the Supervisory Board in the organisation and management of the operations of the Company.<\/em><br \/>\n<em>7.4.<\/em>\u00a0<em>The annual report shall be approved by the general meeting.<\/em><\/p>\n<p>&nbsp;<\/p>\n<p>The circle of shareholders entitled to attend the Annual General Meeting will be determined seven days prior to the General Meeting, i.e. on 9<sup>th<\/sup>\u00a0June, 2020 at the end of the working day of the settlement system.<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=fBwWSAaH-FedFWO77wv2fm-kJ3sK741NebWgy1RE01j3N7osIesrG4valY9i4s5OE3F2xAjmjdTL0yjNyKSYwA==\">www.egrupp.ee<\/a>\u00a0and on the website of Nasdaq Baltic stock exchange (<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=M0fBtfszblGf80tnOgjCpwjYYm4XpvIWXRo92ivil0P_jmaXqF7rbHC9H7yd2agnuFdU3DjdMHTMl4EGsMG7JDAFsnq8-ZHgPCzoI_s4tq-nmSsLGAJMQ5fCeMSi4NVYXxTaxvXjIufP9VZjTkheB8XnOE1KMd4EA-BBZOIIf51KBz_KCqCf4gMiRnzDvMXHAR0EK_kQbu-6nXX39BoxkK4xtS_2dBeofeREV260USP3K76x41XiXbNMzHUErc-24mZR8RqaxpqSFDKmTfNuVQ==\">https:\/\/nasdaqbaltic.com\/<\/a>).<\/p>\n<p>At the 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 decides 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.<\/p>\n<p>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 13<sup>th<\/sup>\u00a0June, 2020, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=BRcXMFmg9DCl1ThxFv8ZS_-zulEnPEA6JFbXS-d5jhKc7u-YPY8yt0MjhU_TpzFsOXDXOPMjxKPjqj5u4X6Zcg==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>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 1<sup>st<\/sup>\u00a0June, 2020, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=BRcXMFmg9DCl1ThxFv8ZS3VjvgZwoQyeUrk-NFHNChG8yzEMtOi2nNEhndu0fxHKY5YggllgXStTwqIX9aIScA==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>As at 22<sup>nd<\/sup>\u00a0May, 2020, 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\u2019s 17,527 own shares.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<ul>\n<li>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;<\/li>\n<li>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.<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=BRcXMFmg9DCl1ThxFv8ZSxWrd5yBd6cp4BDlsx_EBPWriH0CstJc49tDj12aE6ZpRO1i-23w-34KwRonQyBuAw==\">egrupp@egrupp.ee<\/a>\u00a0or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6<sup>th<\/sup>\u00a0floor (on business days from 10:00 to 16:00) by 16:00 on 16<sup>th<\/sup>\u00a0June, 2020 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=fBwWSAaH-FedFWO77wv2foCIELveZiUt-lO_ppZ0XvlQqjyLm3HeuXUX3Pj_E6XrsKcRsRj-MM3AA8OPu2XZRQ==\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=fBwWSAaH-FedFWO77wv2fmsHLmPSjYX2OYLhjyiV_xRlhsW1wcU-9nC5tHHTaskEqu-XNq4mXFRboTrtkz88yA==\">www.egrupp.ee<\/a>. It is possible to vote at the general meeting using electronical means prior to the general meeting in accordance with the electronic voting procedure approved by the Management Board. It is not possible to vote at the general meeting by mail.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG-pohikiri-ENG-2020-05-19.pdf\">EG pohikiri 2020 05 19<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_aruanne_2019_ENG-1.pdf\">EG_aruanne_2019<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_draft-resolutions_ENG-17-06-2020.pdf\">EG_draft resolutions 17 06 2020<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_noukogu-aruanne_2019_ENG.pdf\">EG_noukogu aruanne_2019<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Power-of-Attorney-17-06-2020.docx\">Power of Attorney &#8211; 17 06 2020<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Priit-Rohumaa-cv_eng.pdf\">Priit Rohumaa cv<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Procedure-of-the-electronic-voting.pdf\">Procedure of the electronic voting<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Withdrawal-of-POA-17-06-2020.docx\">Withdrawal of POA &#8211; 17 06 2020<\/a><br \/>\n<a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/voting-ballot.docx\">voting ballot<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2019","content":"<h3 style=\"margin-top: 13.5pt; background: white;\"><strong><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 17th of May, 2019<\/span><\/strong><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 17<sup>th<\/sup>\u00a0of May, 2019, the\u00a0Annual General Meeting of the Shareholders of AS\u00a0Ekspress Grupp was held in Tallinn, Parda 6. \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of 29\u00a0796\u00a0841 votes 24 321\u00a0814 votes were represented at the Meeting, i.e. 81.67% of the votes.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.<\/span><\/strong><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1. The approval of 2018 annual report<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 24 321\u00a0814 votes in favour (0 votes against, 0 votes abstained), to approve the Annual Report for the financial year 1<sup>st<\/sup>\u00a0of January 2018 \u2013 31<sup>st<\/sup>\u00a0of December 2018 of AS Ekspress Grupp.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">.\u00a0<b>The a<strong><span style=\"font-family: 'Arial',sans-serif;\">pproval of the proposal for distribution of profits<\/span><\/strong><\/b><\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 24 311 655 votes in favour (9959 votes against, 200 votes abstained), to\u00a0approve the profit distribution proposal for 2018. To distribute total 6491 euros as following: to increase statutory reserve by 325 euros; remaining 6166 euros to be allocated to the retained earnings.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">3. <\/span><\/strong><b><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Extension of the mandate of the Members of the Supervisory Board<\/span><\/b><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 23 948\u00a0002 votes in favour (373 812 votes against, 0 votes abstained),\u00a0to extend the mandate of Supervisory Board Member Hans Luik from 21<sup>th<\/sup>\u00a0May 2019 for five years until 20<sup>th<\/sup>\u00a0of May 2024.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 23 937\u00a0842 votes in favour (383 772 votes against, 200 votes abstained),\u00a0to extend the mandate of Supervisory Board Member Indrek Kasela from 21<sup>th<\/sup>\u00a0May 2019 for five years until 20<sup>th<\/sup>\u00a0of May 2024.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Not be extended the mandate of Supervisory Board Member Harri Helmer Roschier. For the extension were 6\u00a0593 604 votes, against 17\u00a0727 510 votes and abstained 700 votes.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The presentation used by the Management Board of AS Ekspress Grupp at the general meeting of shareholders is enclosed to the current announcement.<\/span><\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/2019-05-17-EG-AGM-presentatsioon-ENG-1.pdf\">2019 05 17 EG AGM presentatsioon ENG<\/a><\/p>\n<hr \/>\n<h3><strong>Notice on convening Annual General Meeting of Shareholders on 17th of May 2019<\/strong><\/h3>\n<p>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 17<sup>th<\/sup>\u00a0of May, 2019 at 10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6<sup>th<\/sup>\u00a0floor.<\/p>\n<p>The registration of participants in the Meeting will commence at 9:30 at the location of the Meeting.<\/p>\n<p>Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the Agenda of the Annual General Meeting of Shareholders is as follows:<\/p>\n<ul>\n<li>The approval of 2018 annual report.<\/li>\n<li>The approval of the proposal for distribution of profits.<\/li>\n<li>Extension of the mandate of the Members of the Supervisory Board<\/li>\n<\/ul>\n<ol>\n<li style=\"list-style-type: none;\"><\/li>\n<\/ol>\n<p>The management board of AS Ekspress Grupp makes the following proposals to the shareholders about the items of the agenda:<\/p>\n<ul>\n<li><strong>The approval of 2018 annual report.<\/strong><\/li>\n<\/ul>\n<p>To approve the 2018 annual report of AS Ekspress Grupp for the financial year from 1<sup>st<\/sup>\u00a0of January 2018 to 31<sup>st<\/sup> of December 2018.<\/p>\n<ul>\n<li><strong>The approval of the proposal for distribution of profits.<\/strong><\/li>\n<\/ul>\n<p>To approve the Profit Distribution Proposal for 2018. To distribute total 6491 euros as following: to increase statutory reserve by 325 euros; remaining 6166 euros to be allocated to the retained earnings.<\/p>\n<ul>\n<li><strong>Extension of the mandate of the Members of the Supervisory Board<\/strong><\/li>\n<\/ul>\n<p>To extend the mandate of Supervisory Board Members Hans H. Luik, Indrek Kasela and Harri Helmer Roschier from 21<sup>th<\/sup>\u00a0May 2019 for five years until 20.05.2024.<\/p>\n<p>&nbsp;<\/p>\n<p>The circle of shareholders entitled to attend the Annual General Meeting will be determined 7 days prior to the General Meeting, i.e. on 9<sup>th<\/sup>\u00a0May, 2019 at the end of the working day of the settlement system.<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=cZlvFJqCVTo2_E2IME_2hJP2f3CXU7PsC2LPBPv1pPZwqHuE6mug4WiVO7jBw5TKOuObZh95fx1ornWasdO_5g==\">www.egrupp.ee<\/a>, as well as at the seat of AS Ekspress Grupp, Parda 6, Tallinn, 6<sup>th<\/sup>\u00a0floor, 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).<\/p>\n<p>At the 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 decides 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.<\/p>\n<p>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 13<sup>th<\/sup>\u00a0May, 2019, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=4a1GTUNgUEmQRk0BrGrDmE69i9ehItliy6kFhiBCWlWAc-1Eiq6Aw7qmc3l_xuV4CMB6iFGo68-B_bPIKz3f3w==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>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 1<sup>st<\/sup>\u00a0May, 2019, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=4a1GTUNgUEmQRk0BrGrDmKFqOQ5tUqOZxLgfDC4RTDQjX41yUtxHb12ydBTRztEeu_VsfStrJyOpQ18yG8xSjg==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>As at 17<sup>th<\/sup>\u00a0April, 2019, 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\u2019s 17,527 own shares.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<ul>\n<li>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;<\/li>\n<li>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.<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=4a1GTUNgUEmQRk0BrGrDmCXlxpvCrBr7-etahbfegBrTBfCHz3dC7OeKf-jUqD1J8-FCtlAwYijY3yyGOwIsxA==\">egrupp@egrupp.ee<\/a>\u00a0or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6<sup>th<\/sup>\u00a0floor (on business days from 10:00 to 16:00) by 16:00 on 16<sup>th<\/sup>\u00a0May, 2019 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=cZlvFJqCVTo2_E2IME_2hJYA7SZta8zCaTvD3IamQGZSfySRKGwiOEOCoGxsETHipxa6_qX4LqrUpzLevS91PQ==\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=cZlvFJqCVTo2_E2IME_2hN6e5UgCc5CnW7dudstmiMtgTiEaV7uMQOZM_QkpYJ8xDEAsd-x1m6nc-rSa7ypcGA==\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_draft-resolutions_ENG-17-05-2019-1.pdf\">EG_draft resolutions_ENG 17 05 2019<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_report-of-SB_2018_ENG.pdf\">EG_report of SB_2018_ENG<\/a><\/p>\n<hr \/>\n<h3><strong>Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp on 22 January 2019<\/strong><\/h3>\n<p>On 22 January, 2019, the\u00a0Extraordinary General Meeting of Shareholders of AS\u00a0Ekspress Grupp was held in Tallinn, Parda 6.<\/p>\n<p>Out of 29\u00a0796\u00a0841 votes 17\u00a0727\u00a0514 votes were represented at the Meeting, i.e. 59.53% of the voting rights.<\/p>\n<p>The Extraordinary General Meeting of Shareholders with 17 727\u00a0514 votes in favour decided to approve the merger agreement signed between AS Ekspress Grupp, O\u00dc Ekspress Finance and O\u00dc Ekspress Digital on December 19, 2018, which is proven by notary of Tallinn, Tea T\u00fcrnpuu, as per the proposed agenda.<\/p>\n<p>The aforementioned transaction will have no effect on the consolidated profit, assets and liabilities of the AS Ekspress Grupp.<\/p>\n<p>&nbsp;<\/p>\n<hr \/>\n<h3><strong>Changes in the structure of the group companies and convening an extraordinary general meeting on 22 January 2019<\/strong><\/h3>\n<p>AS Ekspress Grupp enters a merge with itself the following subsidiaries: O\u00dc Ekspress Digital and O\u00dc Ekspress Finance. The goal of intra-group merger is to increase management efficiency and simplify the group&#8217;s legal and governance structure.<\/p>\n<p>On December 19, 2018, AS Ekspress Grupp and its 100% subsidiaries, O\u00dc Ekspress Finance and O\u00dc Ekspress Digital signed a notarised merger agreement, agreeing that AS Ekspress Grupp as the acquiring company acquires all the assets and liabilities of O\u00dc Ekspress Finance and O\u00dc Ekspress Digital. O\u00dc Ekspress Finance and O\u00dc Ekspress Digital as merged companies will be liquidated upon the entry into force of the merger. The balance sheet date of the merger, that is, the time from which the transactions of the merging companies are considered on behalf of the acquiring company, is 01.10.2018.<\/p>\n<p>The aforementioned transaction will have no effect on the consolidated profit, assets and liabilities of the AS Ekspress Grupp.<\/p>\n<p><strong>Notice on convening Extraordinary General Meeting of Shareholders<\/strong><\/p>\n<p>Notice is hereby given that the Management Board 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 22<sup>nd<\/sup>\u00a0January, 2019 at 10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6<sup>th<\/sup>\u00a0floor.<br \/>\nThe registration of participants in the Meeting will commence at 9:30 at the location of the Meeting.<\/p>\n<p>Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the Agenda of the Extraordinary General Meeting of Shareholders is as follows: Approval of the merger agreement between AS Ekspress Grupp, O\u00dc Ekspress Finance and O\u00dc Ekspress Digital<\/p>\n<p>The management board of AS Ekspress Grupp makes the following proposals to the shareholders about the items of the agenda:<\/p>\n<ul>\n<li><strong>Approval of the merger agreement between AS Ekspress Grupp, O\u00dc Ekspress Finance and O\u00dc Ekspress Digital<\/strong><\/li>\n<\/ul>\n<p>To approve the merger agreement signed between AS Ekspress Grupp, O\u00dc Ekspress Finance and O\u00dc Ekspress Digital on December 19, 2018, which is proven by notary of Tallinn, Tea T\u00fcrnpuu.<\/p>\n<p>The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined 7 days prior to the General Meeting, i.e. on 14<sup>th<\/sup>\u00a0January, 2019 at the end of the working day of the settlement system.<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=qjy1Cdajvn5BkH1nxUox2uaJOhXE3iMT8K0aW_BUnJ2kK3p6KO5nDWiW_aRZhpDjij0CXNdI7T77HyQSb3woBQ==\">www.egrupp.ee<\/a>, 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).<\/p>\n<p>At the 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 decides 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.<\/p>\n<p>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 18<sup>th<\/sup>\u00a0January, 2019, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=GRRDKNFrfMEUe0nXxZlHifZztorcVEKvduj2hAFrLaRtRHM7O09Ykjdg2aT1Wvijcu1eYfB42FEKQR2Q8iPL4g==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>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 6<sup>th<\/sup>\u00a0January, 2019, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=GRRDKNFrfMEUe0nXxZlHiatt0sg1lbkLebR55xz1HD3DPni350fCoDSMs9upgqyLIISZSHbKFibFFAoxy_1Uhw==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>As at 20<sup>th<\/sup>\u00a0December, 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\u2019s 17,527 own shares.<\/p>\n<p>For the registration of participants in the Extraordinary General Meeting of Shareholders, we kindly ask:<\/p>\n<ul>\n<li>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;<\/li>\n<li>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.<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=GRRDKNFrfMEUe0nXxZlHifkSCYGUL7_LWBQzaIy-PwFmJPT6qrvQvBLF9Xfuk9GC9KJX6lDDErTnrUpEPjqK_Q==\">egrupp@egrupp.ee<\/a>\u00a0or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6<sup>th<\/sup>\u00a0floor (on business days from 10:00 to 16:00) by 16:00 on 21<sup>st<\/sup>\u00a0January, 2019 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=qjy1Cdajvn5BkH1nxUox2spl0aHxe4sKk2iKoSzk-w1TWw54b36PmBP45o0WnA25b9Wtux8TKapCIWMT-rvANw==\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=qjy1Cdajvn5BkH1nxUox2kE8LvULole4w-XUzHVM0CKMzlnosvv34iclXDnsvcfKHzDC_DXG_IWhX-FeAtKOeQ==\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/2018-12-19-Merge-Agreement.pdf\">2018 12 19 Merge Agreement<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_draft-resolutions_ENG-22-01-2019.pdf\">EG_draft resolutions_ENG 22 01 2019<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2018","content":"<h3><strong><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp<\/span><\/strong><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 22 November 2018, the\u00a0Extraordinary General Meeting of Shareholders of AS Ekspress Grupp was held in Tallinn, Parda 6. \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of 29\u00a0796\u00a0841 votes\u00a018\u00a0856\u00a0092 votes were represented at the Meeting, i.e. 63,32% of the voting rights.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The\u00a0<\/span><\/strong><b><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Extraordinary<strong><span style=\"font-family: 'Arial',sans-serif;\">\u00a0General Meeting of Shareholders decided the following:<\/span><\/strong><\/span><\/b><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Recall<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">\u00a0<strong><span style=\"font-family: 'Arial',sans-serif;\">of a Supervisory Board member<\/span><\/strong><\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">With 18\u00a0856\u00a0092 votes in favour to recall Andre Veskimeister from Supervisory Board from\u00a022.11.2018.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Election of a Supervisory Board member<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">With 18\u00a0856\u00a0092 votes in favour to elect Ahto P\u00e4rl as a new Supervisory Board member from\u00a022.11.2018.<\/span><\/p>\n<hr \/>\n<h3><strong>AS Ekspress Grupp proposal to the changes in the Supervisory Board and notice on convening extraordinary general meeting of shareholders on 22 November 2018<\/strong><\/h3>\n<p>The Supervisory Board of AS Ekspress Grupp proposes to shareholders to elect Mr. Ahto P\u00e4rl as a new Member of the Supervisory Board. The objective of involving a new member is to strengthen the activities and directions of the group\u2019s printing services.<\/p>\n<p>The Chairman of the Supervisory Board Mr. Andre Veskimeister has decided to withdraw from the Supervisory Board as of 29<sup>th<\/sup>\u00a0October 2018.<\/p>\n<p><strong>Notice on Convening Extraordinary General Meeting of Shareholders<\/strong><\/p>\n<p>Notice is hereby given that the Management Board 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 22<sup>nd<\/sup>\u00a0November, 2018 at 10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6<sup>th<\/sup>\u00a0floor.<br \/>\nThe registration of participants in the Meeting will commence at 9:30 at the location of the Meeting.<\/p>\n<p>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:<\/p>\n<ul>\n<li>Recall of a Supervisory Board member<\/li>\n<li>Election of a Supervisory Board member<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p>The Supervisory Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ul>\n<li><strong>Recall of a Supervisory Board member<\/strong><\/li>\n<\/ul>\n<p>To recall Mr. Andre Veskimeister (personal code 36707040262) from the Supervisory Board.<\/p>\n<ul>\n<li><strong>Election of a Supervisory Board member<\/strong><\/li>\n<\/ul>\n<p>To elect Mr. Ahto P\u00e4rl (personal code 38001100281) as a Member of the Supervisory Board starting from the day of election. According to the articles of association the member will be elected for five years.<\/p>\n<p>The circle of shareholders entitled to attend the Special General Meeting will be determined 7 days prior to the General Meeting, i.e. on 14<sup>th<\/sup>\u00a0November, 2018 at the end of the working day of the settlement system.<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=dKWhGrBEw5dCasiWG6E2H62Iz5FmC9XXFmbsSOtMhhfd4_2OdbWOwHEbniCIC_X2BySknExpObSWBfSejlM0CA==\">www.egrupp.ee<\/a>, 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).<\/p>\n<p>At the 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 decides 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.<\/p>\n<p>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 18<sup>th<\/sup>\u00a0November, 2018, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=U6YnT__EDDP7QebCjZ0EjAi3e6UBBMQSesvUIgINxzj1T5O-e0ERAyvtGKLRSXRnD_k5JWNZflO2m74dnLsTJQ==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>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 6<sup>th<\/sup>\u00a0November, 2018, by submitting it in writing to e-mail address:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=U6YnT__EDDP7QebCjZ0EjFYt_06wh7funLbhsJyx_SQa-mwi9-vFiCyobiTsXmfswUblBXdx_AYMwKjCEdMUZQ==\">egrupp@egrupp.ee<\/a>.<\/p>\n<p>As at 29<sup>th<\/sup>\u00a0November, 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\u2019s 17,527 own shares.<\/p>\n<p>For the registration of participants in the Special General Meeting of Shareholders, we kindly ask:<\/p>\n<ul>\n<li>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;<\/li>\n<li>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.<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=U6YnT__EDDP7QebCjZ0EjNYKOB8x-cuvVawYqZH09IF4ohDZjXOsQu3C659r_bZKW1v9-3fA3y5KFvOc3aZeuQ==\">egrupp@egrupp.ee<\/a>\u00a0or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6<sup>th<\/sup>\u00a0floor (on business days from 10:00 to 16:00) by 16:00 on 21<sup>st<\/sup>\u00a0November, 2018 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=dKWhGrBEw5dCasiWG6E2H9oRqGtKyTuuU6vwq62OPu-737wyU6O4aczRk74IXVjqixtxKxC1pXM-hFkwQ7dwfw==\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=dKWhGrBEw5dCasiWG6E2HywwiJqu10NJPkJfoRcICJqiatBn0ht9nP85AaC7OetdZPXGhqKmsp6tDo23r65rNg==\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Ahto-Parl-cv_eng.pdf\">Ahto Parl cv<\/a><\/p>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_draft-resolutions_ENG-22-11-2018.pdf\">EG draft resolutions 22 11 2018<\/a><\/p>\n<hr \/>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><strong><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 6th of June, 2018<\/span><\/strong><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 6<sup>th<\/sup>\u00a0of June, 2018, the Annual General Meeting of the Shareholders of AS\u00a0Ekspress Grupp was held in Tallinn, Parda 6. \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of 29\u00a0796\u00a0841 votes 25 364\u00a0385 votes were represented at the Meeting, i.e. 85,17% of the votes.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.<\/span><\/strong><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1. The approval of the Annual Report for the financial year 1<sup>st<\/sup>\u00a0of January 2017 \u2013 31<sup>st<\/sup>\u00a0of December 2017<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 25 363\u00a0385 votes in favour (0 votes against, 1000 votes abstained), to approve the Annual Report for the financial year 1<sup>st<\/sup>\u00a0of January 2017 \u2013 31<sup>st<\/sup>\u00a0of December 2017 of AS Ekspress Grupp.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">.\u00a0<b>The a<strong><span style=\"font-family: 'Arial',sans-serif;\">pproval of the 2017 profit distribution proposal<\/span><\/strong><\/b><\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 25 364 385 votes in favour (0 votes against, 0 votes abstained), to\u00a0approve 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 20<sup>th<\/sup>\u00a0of June, 2018 at the end of the working day of the settlement system. The ex-date is 19<sup>th<\/sup>\u00a0of 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\u2019s bank account on July 3, 2018.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">3. <\/span><\/strong><b><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Recall of members of the Supervisory Board<\/span><\/b><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 25 364\u00a0385 votes in favour (0 votes against, 0 votes abstained),\u00a0to recall Marek Kiisa (personal code number 36811160335) from the Supervisory Board.<\/span><\/p>\n<hr \/>\n<h3><strong>Notice of Annual General Meeting of Shareholders on 6th June 2018<\/strong><\/h3>\n<p>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 6<sup>th<\/sup>\u00a0of June, 2018 at 10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6<sup>th<\/sup>\u00a0floor.<br \/>\nThe registration of participants in the Meeting will commence at 9:30 at the location of the Meeting.<\/p>\n<p>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:<\/p>\n<ul>\n<li>The approval of the Annual Report for the financial year 1<sup>st<\/sup>of January 2017 \u2013 31<sup>st<\/sup>of December 2017<\/li>\n<li>The approval of the 2017 profit distribution proposal<\/li>\n<li>Recall of members of the Supervisory Board<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p>The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items<\/p>\n<ul>\n<li>The approval of the Annual Report for the financial year 1<sup>st<\/sup>\u00a0of January 2017 \u2013 31<sup>st<\/sup>\u00a0of December 2017<\/li>\n<\/ul>\n<p>To approve the Annual Report for the financial year 1<sup>st<\/sup>\u00a0of January 2017 \u2013 31<sup>st<\/sup>\u00a0of December 2017 of AS Ekspress Grupp.<\/p>\n<ul>\n<li>The approval of the 2017 profit distribution proposal<\/li>\n<\/ul>\n<p>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 20<sup>th<\/sup>\u00a0of June, 2018 at the end of the working day of the settlement system. The ex-date is 19<sup>th<\/sup>\u00a0of 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\u2019s bank account on July 3, 2018.<\/p>\n<ul>\n<li>Recall of members of the Supervisory Board<\/li>\n<\/ul>\n<p>To recall Marek Kiisa (isikukood 36811160335) from the Supervisory Board.<\/p>\n<p>The circle of shareholders entitled to attend the Annual General Meeting will be determined 7 days prior to the General Meeting, i.e. on 30<sup>th<\/sup>\u00a0of May, 2018 at the end of the working day of the settlement system.<\/p>\n<p>&nbsp;<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=HRyaRr6Bd_FandMGFQJeNw-nZd1Ufab07kN6SfKspKruALGdUoBNpsDzwJ0fVHy75XZfyPtdYeQYVIipZKhAUQ==\">www.egrupp.ee<\/a>, as well as at the seat of AS Ekspress Grupp, Parda 6, Tallinn, 6<sup>th<\/sup>\u00a0floor, 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).<\/p>\n<p>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.<\/p>\n<p>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 1<sup>st<\/sup>\u00a0of June, 2018, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.<\/p>\n<p>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 21<sup>st<\/sup>\u00a0of May, 2018, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.<\/p>\n<p>As at 14<sup>th<\/sup>\u00a0of May, 2018, the share capital of AS Ekspress Grupp is 17 878 104.60 euros. The total number of shares is 29 796\u00a0841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp\u2019s 17 527 own shares.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>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.<\/p>\n<p>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\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=2WlSMXIKl3fFL_IA9bn0OSpLQorCgAHePSgFhQRpQKMLzyqiEKWnvU8zXFtl6X37ybRdutcPp25l3Aqf3cYIVQ==\">egrupp@egrupp.ee<\/a>\u00a0or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6<sup>th<\/sup>\u00a0floor (on business days from 10:00 to 16:00) by 16:00 on 5<sup>th<\/sup>\u00a0of June, 2018 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=HRyaRr6Bd_FandMGFQJeN5jCV8sUcaf93ebaz6D7gu20aXHma0BIoPWBWFeEb7CM6FwAoyxolY8ncYxwgZ9owQ==\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=HRyaRr6Bd_FandMGFQJeN1LG_C5ZC3mv1r5iHWs4AutXUu81oH6ATyqa-m6GW1Ws6xjdbIK5kZ1yvMsoBjLvdQ==\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_draft-resolutions_ENG-06-06-2018.pdf\">EG_draft resolutions 06 06 2018<\/a><\/p>\n<hr \/>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><strong><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Special General Meeting of Shareholders of AS Ekspress Grupp held on 22 February, 2018<\/span><\/strong><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Tallinn, Estonia, 2018-02-22 11:50 CET &#8212; \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 22 February, 2018, the\u00a0Special General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda str 6. \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of 29\u00a0796\u00a0841 votes\u00a021\u00a0692\u00a0737\u00a0votes were represented at the Meeting, i.e. 72,84% of the voting rights.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The Special General Meeting of the Shareholders decided the following:<\/span><\/strong><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Recall<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">\u00a0<strong><span style=\"font-family: 'Arial',sans-serif;\">of members from Supervisory Board<\/span><\/strong><\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">With 21\u00a0692\u00a0736 votes in favour to recall Gunnar Kobin from Supervisory Board from\u00a022.02.2018<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Election of Members of Supervisory Board<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Tahoma',sans-serif; color: black;\">With 21\u00a0692\u00a0736 votes in favour to elect Andre Veskimeister as a new Supervisory Board member from\u00a022.02.2018.<\/span><\/p>\n<hr \/>\n<h3><strong>Notice of Special General Meeting of Shareholders on 22 February 2018<\/strong><\/h3>\n<p>Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) convenes the Special General Meeting of Shareholders, which will be held on 22<sup>nd<\/sup>\u00a0of February, 2018 at 12:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6th floor.<\/p>\n<p>The registration of participants in the Meeting will commence at 11:30 at the location of the Meeting.<\/p>\n<p>Pursuant to the decision of the Board of AS Ekspress Grupp, the Agenda of the Special General Meeting of Shareholders shall be as follows:<\/p>\n<ol>\n<li>Recall of members of the Supervisory Board<\/li>\n<li>Election of members of the Supervisory Board<\/li>\n<\/ol>\n<p>&nbsp;<\/p>\n<p>The Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ul>\n<li>Recall of members of the Supervisory Board<\/li>\n<\/ul>\n<p>To recall\u00a0Gunnar Kobin (isikukood 37104090222)\u00a0from the Supervisory Board.<\/p>\n<ul>\n<li>Election of members of the Supervisory Board<\/li>\n<\/ul>\n<p>To elect\u00a0Andre Veskimeister (isikukood\u00a036707040262)\u00a0as the Member of the Supervisory Board starting from the day of election.<\/p>\n<p>&nbsp;<\/p>\n<p>The circle of shareholders entitled to attend the Special General Meeting will be determined 7 days prior to the General Meeting, i.e. on 15<sup>th<\/sup>\u00a0of February, 2018 at the end of the working day of the settlement system.<\/p>\n<p>All documents concerning the Special General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, are available on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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 Special General Meeting until the date of the Special General Meeting (inclusive).<\/p>\n<p>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.<\/p>\n<p>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 18th of February, 2018, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.<\/p>\n<p>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 6<sup>th<\/sup>\u00a0of February, 2018, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.<\/p>\n<p>As at 29th of January, 2018, the share capital of AS Ekspress Grupp is 17 878 104.60 euros. The total number of shares is 29 796\u00a0841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp\u2019s 17 527 own shares.<\/p>\n<p>For the registration of participants in the Special General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>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.<\/p>\n<p>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\u00a0<a href=\"mailto:pirje.raidma@egrupp.ee\">pirje.raidma@egrupp.ee<\/a>\u00a0or 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 21<sup>st<\/sup>\u00a0of February, 2018 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_draft-resolutions_ENG-22-02-2018.pdf\">EG_draft resolutions 22 02 2018<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2017","content":"<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 13 June, 2017<\/span><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 13 June, 2017, the\u00a0 Annual General Meeting of the Shareholders of AS\u00a0 Ekspress Grupp was held in Tallinn, Parda str 6. \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of 29\u00a0796\u00a0841 votes 25\u00a0259\u00a0195 votes were represented at the Meeting, i.e. 84,77% of the votes.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:<\/span><\/strong><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1. Approval of the Annual Report for the Financial Year 1 January 2016 &#8211; 31 December 2016<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 25 259 095 votes in favour (100 votes against, 0 votes abstained), to approve the Annual Report for the Financial Year 1 January 2016 &#8211; 31 December 2016 of AS Ekspress Grupp.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">.\u00a0<strong><span style=\"font-family: 'Arial',sans-serif;\">Approval of the 2016 Profit Distribution Proposal<\/span><\/strong><\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 25 259 095 votes in favour (100 votes against, 0 votes abstained), to\u00a0approve 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\u2019s bank account on 6 July, 2017.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Appointing the auditor for auditing the financial years covering the period from 01.01.2017 &#8211; 31.12.2019<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 25 259 095 votes in favour (100 votes against, 0 votes abstained),\u00a0to appoint KPMG Baltics O\u00dc (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2017 \u2013 31.12.2019. For auditing the annual reports, AS Ekspress Grupp shall pay KPMG Baltics O\u00dc a fee in the amount agreed upon in the contract concluded with KPMG Baltics O\u00dc on rendering auditing services.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4. Approval of the terms and conditions of Share Option Program<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 25 259 095 votes in favour (100 votes against, 0 votes abstained),\u00a0to approve the terms and conditions of the Share Options Program of AS Ekspress Grupp (hereinafter the Company) as follows:<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.1.\u00a0The Company shall issue in total up to 1,300,000 (<em><span style=\"font-family: 'Arial',sans-serif;\">one million three hundred thousand<\/span><\/em>) share options.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.2. Every share option grants the option holder the right to acquire 1 (<em><span style=\"font-family: 'Arial',sans-serif;\">one<\/span><\/em>) share of the Company.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.3.\u00a0The eligible persons of this share option scheme are key executives of the Company and of undertakings of the Company\u2019s Group, who are selected by the management board of the Company (hereinafter the key executives).<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">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.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.5.\u00a0The 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).<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.6. The shares granted to key employees on the basis of the share option program will be free of charge.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.7. The eligible person of the share option may not transfer the share options issued to him or her.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.8. The supervisory board shall establish the detailed time schedule of the share option scheme, and the procedure for exercising the same.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.9.\u00a0The 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.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.10.\u00a0Within 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\u00a0General Meeting of Shareholders.\u00a0The 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.\u00a0The shares may not be encumbered with rights of third persons.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">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.\u00a0AS 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.<\/span><\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Draft-decisions_ENG_180517.pdf\">Draft decisions 180517<\/a><\/p>\n<hr \/>\n<p><strong>Notice of Annual General Meeting of Shareholders<\/strong><\/p>\n<p>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.<\/p>\n<p>The registration of participants in the Meeting will commence at 9:30 a.m. at the location of the Meeting.<\/p>\n<p>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:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2016 &#8211; 31 December 2016<\/li>\n<li>Approval of the 2016 Profit Distribution Proposal<\/li>\n<li>Appointing the auditor for auditing the financial years covering the period from 01.01.2017 &#8211; 31.12.2019<\/li>\n<li>Approval of the terms and conditions of Share Option Program<\/li>\n<\/ol>\n<p>&nbsp;<\/p>\n<p>The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2016 &#8211; 31 December 2016.<\/li>\n<\/ol>\n<p>To approve the Annual Report for the Financial Year 1 January 2016 &#8211; 31 December 2016 of AS Ekspress Grupp.<\/p>\n<ol start=\"2\">\n<li>Approval of the 2016 Profit Distribution Proposal presented<\/li>\n<\/ol>\n<p>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\u2019s bank account on 6 July, 2017.<\/p>\n<ol start=\"3\">\n<li>Appointing the auditor for auditing the financial years covering the period from 01.01.2017 &#8211; 31.12.2019<\/li>\n<\/ol>\n<p>3.1. To appoint KPMG Baltics O\u00dc (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2017 \u2013 31.12.2019.<\/p>\n<p>3.2. For auditing the annual reports, AS Ekspress Grupp shall pay KPMG Baltics O\u00dc a fee in the amount agreed upon in the contract concluded with KPMG Baltics O\u00dc on rendering auditing services.<\/p>\n<ol start=\"4\">\n<li>Approval of the terms and conditions of Share Option Program<\/li>\n<\/ol>\n<p>To approve the terms and conditions of the Share Options Program of AS Ekspress Grupp (hereinafter the Company) as follows:<\/p>\n<p>4.1. The Company shall issue in total up to 1,300,000 (<em>one million three hundred thousand<\/em>) share options.<\/p>\n<p>4.2. Every share option grants the option holder the right to acquire 1 (<em>one<\/em>) share of the Company.<\/p>\n<p>4.3. The eligible persons of this share option scheme are key executives of the Company and of undertakings of the Company\u2019s Group, who are selected by the management board of the Company (hereinafter the key executives).<\/p>\n<p>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.<\/p>\n<p>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).<\/p>\n<p>4.6. The shares granted to key employees on the basis of the share option program will be free of charge.<\/p>\n<p>4.7. The eligible person of the share option may not transfer the share options issued to him or her.<\/p>\n<p>4.8. The supervisory board shall establish the detailed time schedule of the share option scheme, and the procedure for exercising the same.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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\u2019s 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\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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).<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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\u00a0841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp\u2019s 17 527 own shares.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register\u00a0 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.<\/p>\n<p>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\u00a0<a href=\"mailto:andres@egrupp.ee\">elise.nassar@egrupp.ee<\/a>\u00a0or 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,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>.<\/p>\n","extras":"","protocol":""},{"title":"2016","content":"<h3 style=\"margin-top: 13.5pt;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp held on 26 October, 2016<\/span><\/h3>\n<p><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Proposal of shareholder ING Luxembourg S.A. not to make any changes in the supervisory board.<\/span><\/strong><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The proposal was not accepted by the General Meeting. 4\u00a0350\u00a0864 \u00a0votes (18,82% of votes represented at the general meeting) were in favour, 16\u00a0590\u00a0732 votes (71,76% of votes represented at the general meeting) were against, 2\u00a0179 442 votes (9,43% of votes represented at the general meeting) were neutral.<\/span><\/p>\n<p><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Recall<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">\u00a0<strong><span style=\"font-family: 'Arial',sans-serif;\">of members from Supervisory Board<\/span><\/strong><\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Decisions:<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">with 22\u00a0812\u00a0225 votes (98,66% of votes represented at the general meeting) in favour to recall Viktor Mahhov from Supervisory Board from\u00a026.10.2016<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">with 22\u00a0812\u00a0225 votes (98,66% of votes represented at the general meeting) in favour to recall Jaak Ennuste from Supervisory Board from\u00a026.10.2016<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">with 16\u00a0590\u00a0732 votes (71,76% of votes represented at the general meeting) in favour to recall Kari Sakari Salonen from Supervisory Board from\u00a026.10.2016<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">the General Meeting did not support proposal to\u00a0recall Indrek Kasela from Supervisory Board (100 votes in favour, 23\u00a0120\u00a0937 against, 1 neutral).<\/span><\/p>\n<p><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Election of Members of Supervisory Board<\/span><\/strong><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Decisions:<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">with 22\u00a0812\u00a0225 votes (98,66% of votes represented at the general meeting) in favour to elect Marek Kiisa as a new Supervisory Board member from\u00a026.10.2016<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">with 22\u00a0812\u00a0225 votes (98,66% of votes represented at the general meeting) in favour to elect Peeter Saks as a new Supervisory Board member from\u00a026.10.2016<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">with 22\u00a0812\u00a0225 votes (98,66% of votes represented at the general meeting) in favour to elect\u00a0Aleksandras \u010cesnavi\u010dius\u00a0as a new Supervisory Board member from\u00a026.10.2016<\/span><\/p>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black; font-weight: normal;\">with 18\u00a0770 173\u00a0votes (81,18% of votes represented at the general meeting) in favour to elect\u00a0Gunnar Kobin\u00a0as a new Supervisory Board member from\u00a001.01.2017\u00a0<\/span><\/h3>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black; font-weight: normal;\">\u00a0<\/span><\/h3>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black; font-weight: normal;\">\u00a0<\/span><\/h3>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Submission of additional draft resolution proposal for Extraordinary General Meeting of Shareholders<\/span><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) shareholder ING Luxembourg S.A., owner of 13,43 % of shares, has submitted the following additional draft resolution proposal for the first item of agenda of 26 October, 2016 Shareholders\u2019 General Meeting:<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Not to make any changes in the supervisory board.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">ING Luxembourg S.A. substantiates the draft resolution proposal as follows:<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The current members of the supervisory board have performed their duties successfully and efficiently, in the best interests of AS Ekspress Grupp. Recalling of the current members of the supervisory board does not benefit AS Ekspress Grupp and unnecessarily disrupts the planning of the activities of AS Ekspress Grupp, organising the management of the company and supervising the activities of the management board.<\/span><\/p>\n<hr \/>\n<h3>Notice of Extraordinary General Meeting of Shareholders<\/h3>\n<p>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\u00a0Extraordinary\u00a0General Meeting of Shareholders, which will be held on 26<sup>th<\/sup>\u00a0of October 2016 at 14:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6th floor.<\/p>\n<p>The registration of participants in the Meeting will commence at 13:30 at the location of the Meeting.<\/p>\n<p>Pursuant to the Decision of the shareholder who convened the\u00a0Extraordinary\u00a0General Meeting\u00a0of Shareholders of AS Ekspress Grupp, the Agenda of the\u00a0Extraordinary\u00a0General Meeting\u00a0of Shareholders shall be as follows:<\/p>\n<ol>\n<li>Recall of members of the Supervisory Board<\/li>\n<li>Election of members of the Supervisory Board<\/li>\n<\/ol>\n<p>The shareholder of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ol>\n<li>Recall of members of the Supervisory Board<\/li>\n<\/ol>\n<p>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.<\/p>\n<ol start=\"2\">\n<li>Election of members of the Supervisory Board<\/li>\n<\/ol>\n<p>To elect Marek Kiisa (id code 36811160335), Peeter Saks (id code 37007230226) and Aleksandras \u010cesnavi\u010dius (date of birth 01.03.1975) as the Members of the Supervisory Board starting from the adoption of the\u00a0resolution and to elect Gunnar Kobin (id code 37104090222) as the Member of the Supervisory Board starting from the 1st of January 2017.<\/p>\n<p>The circle of shareholders entitled to attend the\u00a0Extraordinary\u00a0General Meeting\u00a0will be determined 7 days prior to the General Meeting, i.e. as at 23:59 on 18<sup>th<\/sup>\u00a0of October 2016.<\/p>\n<p>All documents concerning the\u00a0Extraordinary\u00a0General Meeting\u00a0of the Shareholders of AS Ekspress Grupp, including draft resolutions, are available on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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\u00a0Extraordinary\u00a0General Meeting\u00a0until the date of the\u00a0Extraordinary\u00a0General Meeting\u00a0(inclusive).<\/p>\n<p>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.<\/p>\n<p>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 22<sup>nd<\/sup>\u00a0of October 2016, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.<\/p>\n<p>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 10<sup>th<\/sup>\u00a0of October 2016, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.<\/p>\n<p>As at 3<sup>rd<\/sup>\u00a0of October 2016, the share capital of AS Ekspress Grupp is 17 878 104.60 euros. The total number of shares is 29 796\u00a0841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp\u2019s 677 927 own shares.<\/p>\n<p>For the registration of participants in the\u00a0Extraordinary\u00a0General Meeting\u00a0of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register\u00a0 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.<\/p>\n<p>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\u00a0<a href=\"mailto:andres@egrupp.ee\">andres@egrupp.ee<\/a>\u00a0or 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 25<sup>th<\/sup>\u00a0of October 2016 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG_draft-resolutions_ENG.pdf\">EG_draft resolutions<\/a><\/p>\n<hr \/>\n<h3>Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 13 June, 2016<\/h3>\n<p>On 13 June, 2016, the\u00a0 Annual General Meeting of the Shareholders of AS\u00a0 Ekspress Grupp was held in Tallinn, Parda str 6.<\/p>\n<p>Out of 29\u00a0796\u00a0841 votes 22\u00a0886\u00a0296 votes were represented at the Meeting, i.e. 78,6% of the votes.<\/p>\n<p><strong>The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:<\/strong><\/p>\n<ol>\n<li><strong>Approval of the Annual Report for the Financial Year 1 January 2015 &#8211; 31 December 2015<\/strong><\/li>\n<\/ol>\n<p>By 22\u00a0877\u00a0383 votes in favour (100 votes against, 8813 votes abstained), to approve the Annual Report for the Financial Year 1 January 2015 &#8211; 31 December 2015 of AS Ekspress Grupp.<\/p>\n<ol start=\"2\">\n<li><strong>Approval of the 2015 Profit Distribution Proposal<\/strong><\/li>\n<\/ol>\n<p>By\u00a022\u00a0886\u00a0196\u00a0votes in favour (100 votes against, 0 votes abstained), to\u00a0approve\u00a0the 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 cents 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\u2019s bank account on 6 July 2016.<\/p>\n<ol start=\"3\">\n<li><strong>Amendment of Articles of Association<\/strong><\/li>\n<\/ol>\n<p>By\u00a022\u00a0886\u00a0196\u00a0votes in favour (100 votes against, 0 votes abstained), to approve the proposal to amend the Articles of Association by fixing the mistakes related to numbering and add the following articles:<\/p>\n<p>\u201c6.10. 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.<\/p>\n<p>6.11. Electronical participation ways are:<\/p>\n<p>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;<\/p>\n<p>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.<\/p>\n<p>6.12. The use and the procedure of the electronic voting shall be determined by the management board at each time.<\/p>\n<p>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.\u201d<\/p>\n<hr \/>\n<p><strong>Notice of Annual General Meeting of Shareholders<\/strong><\/p>\n<p>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.<\/p>\n<p>The registration of participants in the Meeting will commence at 11:30 a.m. at the location of the Meeting.<\/p>\n<p>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:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2015 &#8211; 31 December 2015<\/li>\n<li>Approval of the 2015 Profit Distribution Proposal<\/li>\n<li>Amendment of the Articles of Association<\/li>\n<\/ol>\n<p>The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2015 &#8211; 31 December 2015.<\/li>\n<\/ol>\n<p>To approve the Annual Report for the Financial Year 1 January 2015 &#8211; 31 December 2015 of AS Ekspress Grupp.<\/p>\n<ol start=\"2\">\n<li>Approval of the 2015 Profit Distribution Proposal presented<\/li>\n<\/ol>\n<p>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\u2019s bank account on 6 July, 2016.<\/p>\n<ol start=\"3\">\n<li>Amendment of the Articles of Association<\/li>\n<\/ol>\n<p>To amend the Articles of Association by fixing the mistakes related to numbering and add the following articles:<\/p>\n<p>\u201c6.10. 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.<\/p>\n<p>6.11. Electronical participation ways are:<\/p>\n<p>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;<\/p>\n<p>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.<\/p>\n<p>6.12. The use and the procedure of the electronic voting shall be determined by the management board at each time.<\/p>\n<p>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.\u201d<\/p>\n<p>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.<\/p>\n<p>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\u2019s 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\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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).<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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\u00a0841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp\u2019s 677 927 own shares.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register \u00a0where 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.<\/p>\n<p>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\u00a0<a href=\"mailto:andres@egrupp.ee\">andres@egrupp.ee<\/a>\u00a0or 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,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Draft-resolutions-ENG-19052016.pdf\">Draft resolutions\u00a0 19052016<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2015","content":"<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 27 May, 2015<\/span><\/h3>\n<p style=\"background: white;\"><span style=\"font-family: 'Arial',sans-serif; color: black;\">On 27 May, 2015, the\u00a0 Annual General Meeting of the Shareholders of AS\u00a0 Ekspress Grupp was held in Tallinn, Narva mnt 11E. \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-family: 'Arial',sans-serif; color: black;\">Out of 29\u00a0796\u00a0841 votes 22\u00a0909\u00a0311 votes were represented at the Meeting, i.e. 76,89 % of the votes.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-family: 'Arial',sans-serif; color: black;\">The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:<\/span><\/strong><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-family: 'Arial',sans-serif; color: black;\">1.<\/span><\/strong><span style=\"font-family: 'Arial',sans-serif; color: black;\">\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<strong><span style=\"font-family: 'Arial',sans-serif;\">Approval of the Annual Report for the Financial Year 1 January 2014 &#8211; 31 December 2014<\/span><\/strong><\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-family: 'Arial',sans-serif; color: black;\">By 22\u00a0908\u00a0211 votes in favour (100 votes against, 1000 votes abstained), to approve the Annual Report for the Financial Year 1 January 2014 &#8211; 31 December 2014 of AS Ekspress Grupp.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-family: 'Arial',sans-serif; color: black;\">2.<\/span><\/strong><span style=\"font-family: 'Arial',sans-serif; color: black;\">\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<strong><span style=\"font-family: 'Arial',sans-serif;\">Approval of the 2014 Profit Distribution Proposal<\/span><\/strong><\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-family: 'Arial',sans-serif; color: black;\">By 22\u00a0909\u00a0211 votes in favour (100 votes against), to approve the Profit Distribution Proposal, according to which the legal reserve will be increased by 256 thousand Euros from the 2014 net profit, which is 5110 thousand Euros, dividends will be paid to the shareholders 4 (four) euro cents per share and 3665 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 10 June 2015 at 23:59. Dividends will be transferred to shareholder\u2019s bank account on 2 October 2015.<\/span><\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Proposals-for-decisions-27052015.pdf\">Proposals for decisions 27.05.2015<\/a><\/p>\n<hr \/>\n<p><strong>Notice of Annual General Meeting of Shareholders<\/strong><\/p>\n<p>Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Narva mnt 11E, 10151 Tallinn) convenes the Annual General Meeting of Shareholders, which will be held on 27 May, 2015 at 12:00 p.m at the seat of AS Ekspress Grupp, in the city of Tallinn, Narva mnt 11E, 6th floor.<\/p>\n<p>The registration of participants in the Meeting will commence at 11:30 a.m. at the location of the Meeting.<\/p>\n<p>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:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2014 &#8211; 31 December 2014<\/li>\n<li>Approval of the 2014 Profit Distribution Proposal<\/li>\n<\/ol>\n<p>The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2014 &#8211; 31 December 2014.<\/li>\n<\/ol>\n<p>To approve the Annual Report for the Financial Year 1 January 2014 &#8211; 31 December 2014 of AS Ekspress Grupp.<\/p>\n<ol start=\"2\">\n<li>Approval of the 2014 Profit Distribution Proposal presented<\/li>\n<\/ol>\n<p>To approve the Profit Distribution Proposal, according to which the legal reserve will be increased by 256 thousand Euros from the 2014 net profit, which is 5110 thousand Euros, dividends will be paid to the shareholders 4 (four) euro cent per share and 3665 thousand Euros will be allocated to the retained earnings of the previous periods.<\/p>\n<p>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 20 May 2015.<\/p>\n<p>All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, the 2014 Annual Report of AS Ekspress Grupp, the auditor\u2019s report, the Profit Distribution Proposal, and the report of the Supervisory Board are available on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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 Annual General Meeting until the date of the Annual General Meeting (inclusive).<\/p>\n<p>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.<\/p>\n<p>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 25 May, 2015, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>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 12 May, 2015, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>As at 29 April, 2015, the share capital of AS Ekspress Grupp is 17 878 104.60 Euros. The total number of shares is 29 796\u00a0841, with each share granting one vote.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register \u00a0where 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.<\/p>\n<p>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\u00a0<a href=\"mailto:andres@egrupp.ee\">andres@egrupp.ee<\/a>\u00a0or 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 26 May, 2015 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0.<\/p>\n","extras":"","protocol":""},{"title":"2014","content":"<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 20 June, 2014<\/span><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Tallinn, Estonia, 2014-06-20 12:37 CEST &#8212; \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 20 June, 2014, the\u00a0 Annual General Meeting of the Shareholders of AS\u00a0 Ekspress Grupp was held in Tallinn, Narva mnt 11E.\u00a0\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of\u00a029\u00a0796\u00a0841\u00a0votes\u00a022\u00a0656\u00a0789\u00a0votes were represented at the Meeting, i.e.\u00a076,04% of the votes.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:<\/span><\/strong><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.\u00a0\u00a0\u00a0\u00a0\u00a0Approval of the Annual Report for the Financial Year 1 January 2013 &#8211; 31 December 2013<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To approve the Annual Report for the Financial Year 1 January 2013 &#8211; 31 December 2013 of AS Ekspress Grupp.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2.\u00a0\u00a0\u00a0\u00a0\u00a0Approval of the 2012 Profit Distribution Proposal<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To approve the Profit Distribution Proposal,\u00a0according to which the legal reserve will be increased by 54 thousand Euros from the 2013 net profit, which is 1081 thousand Euros, dividends will be paid to the shareholders 1 (one) euro cent per share and 729 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 9 July 2014 at 23:59. Dividends will be transferred to shareholder\u2019s bank account on 2 October 2014.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">3.\u00a0\u00a0\u00a0\u00a0\u00a0Removal of Members of the Supervisory Board<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To remove Ville Jehe (personal identification code 36910010325) and\u00a0Aavo Kokk (personal code 36410042742)\u00a0from the Member of the Supervisory Board.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">4.\u00a0\u00a0\u00a0\u00a0\u00a0Election of the new Members of the Supervisory Board<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To\u00a0elect Indrek Kasela (personal code\u00a037112100291) and Jaak Ennuste (personal code 36409210319) as new Members of the Supervisory Board.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">5.\u00a0\u00a0\u00a0\u00a0\u00a0Extention of the authority of Members of the Supervisory Board<\/span><\/strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To\u00a0extend the authority of Kari Sakari Salonen (date of birth 11.02.1960), Harri Helmer Roschier (date of birth 11.02.1957), Viktor Mahhov (personal code 36712140214) and Hans Luik (personal code 36103200263) as the Members of the Supervisory Board up to 20 May, 2019.<\/span><\/p>\n<p style=\"background: white;\"><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">6.\u00a0\u00a0\u00a0\u00a0\u00a0Appointment of the auditor and establishment of the procedure of payment<\/span><\/strong><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">To appoint the audit firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the financial years 1 January 2014 &#8211; 31 December 2016. The auditing services shall be paid for on the basis of the contract to be signed with the audit firm.<\/span><\/p>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">\u00a0<\/span><\/h3>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">\u00a0<\/span><\/h3>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Addition to the Notice of General Meeting of Shareholders of AS Ekspress Grupp<\/span><\/h3>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; color: black;\">Under \u00a7 293\u00b9 section 4 the majority shareholder of AS Ekspress Grupp has presented an additional draft resolution under the clause 4 of the agenda as follows:<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; color: black;\">\u201eRESOLUTION No. 4 (draft)<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; color: black;\">Tallinn, 20 June 2014<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; color: black;\">Pursuant to \u00a7 298 (1) 4) and \u00a7 319 (1) of the Commercial Code, the General Meeting has adopted the following resolution:<\/span><\/p>\n<p style=\"background: white;\"><span style=\"font-size: 11.0pt; color: black;\">To elect\u00a0Indrek Kasela (personal code\u00a037112100291) and Jaak Ennuste (personal code\u00a036409210319) as\u00a0the new\u00a0Members of the Supervisory Board.\u201c\u00a0<\/span><\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Additional-Supervisory-Board-memners-introduction.pdf\">Additional Supervisory Board memners introduction<\/a><\/p>\n<hr \/>\n<p><strong>Notice of Annual General Meeting of Shareholders<\/strong><\/p>\n<p>Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Narva mnt 11E, 10151 Tallinn) convenes the Annual General Meeting of Shareholders, which will be held on 20 June 2014 at 12:00 p.m at the seat of AS Ekspress Grupp, in the city of Tallinn, Narva mnt 11E, 6th floor.<\/p>\n<p>The registration of participants in the Meeting will commence at 11:30 a.m. at the location of the Meeting.<\/p>\n<p>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:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2013 &#8211; 31 December 2013<\/li>\n<li>Approval of the 2013 Profit Distribution Proposal<\/li>\n<li>Removal of Members from the Supervisory Board<\/li>\n<li>Election of new Members of the Supervisory Board<\/li>\n<li>Extension of the authority of Members of the Supervisory Board<\/li>\n<li>Appointment of the auditor and establishment of the procedure of payment<\/li>\n<\/ol>\n<p>The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2013 &#8211; 31 December 2013.<\/li>\n<\/ol>\n<p>To approve the Annual Report for the Financial Year 1 January 2013 &#8211; 31 December 2013 of AS Ekspress Grupp.<\/p>\n<ol>\n<li>Approval of the 2013 Profit Distribution Proposal presented<\/li>\n<\/ol>\n<p>To approve the Profit Distribution Proposal, according to which the legal reserve will be increased by 54 thousand Euros from the 2013 net profit, which is 1081 thousand Euros, dividends will be paid to the shareholders 1 (one) euro cent per share and 729 thousand Euros will be allocated to the retained earnings of the previous periods.<\/p>\n<ol>\n<li>Removal of Members from the Supervisory Board<\/li>\n<\/ol>\n<p>To remove the current Members of the Supervisory Board Ville Jehe (personal code 36910010325) and Aavo Kokk (personal code 36410042742) from Supervisory Board.<\/p>\n<ol>\n<li>Election of new Members of the Supervisory Board<\/li>\n<\/ol>\n<p>to elect a new Member of the Supervisory Board Indrek Kasela (personal code 37112100291) (consent annexed).<\/p>\n<ol>\n<li>Extention of the authority of Members of the Supervisory Board<\/li>\n<\/ol>\n<p>To extend the authority of Kari Sakari Salonen (date of birth 11.02.1960), Harri Helmer Rochier (date of birth 11.02.1957), Viktor Mahhov (personal code 36712140214) and Hans Luik (personal code 36103200263) as the Members of the Supervisory Board up to 20 June, 2019.<\/p>\n<ol>\n<li>Appointment of the auditor and establishment of the procedure of payment<\/li>\n<\/ol>\n<p>To appoint the audit firm AS Deloitte Audit Eesti (registry code 10687819) to perform the audit of AS Ekspress Grupp for the financial years 1 January 2014 &#8211; 31 December 2016. The auditing services shall be paid for on the basis of the contract to be signed with the audit firm.<\/p>\n<p>&nbsp;<\/p>\n<p>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 13 June 2014.<\/p>\n<p>All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, the 2013 Annual Report of AS Ekspress Grupp, the auditor\u2019s report, the Profit Distribution Proposal, and the report of the Supervisory Board are available on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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 Annual General Meeting until the date of the Annual General Meeting (inclusive).<\/p>\n<p>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.<\/p>\n<p>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 17 June 2014, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>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 5 June 2014, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>As at 26 May 2014, the share capital of AS Ekspress Grupp is 17 878 104.60 Euros. The total number of shares is 29 796\u00a0841, with each share granting one vote.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>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.<\/p>\n<p>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\u00a0<a href=\"mailto:andres@egrupp.ee\">andres@egrupp.ee<\/a>\u00a0or 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 19 June 2014 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Draft-Resolutions-ENG-27052014.pdf\">Draft Resolutions 27.05.2014<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2013","content":"<h3 style=\"margin-top: 13.5pt;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">Resolutions of the ExtraordinaryGeneral Meeting of Shareholders of AS Ekspress Grupp<\/span><\/h3>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">On 21 November 2013, the\u00a0 Extraordinary General Meeting of the Shareholders of AS\u00a0 Ekspress Grupp was held in Tallinn, Narva mnt 11E.\u00a0\u00a0<\/span><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">Out of\u00a029\u00a0796\u00a0841\u00a0votes\u00a021\u00a0177 953\u00a0votes were represented at the Meeting, i.e. 71.07% of the votes.<\/span><\/p>\n<p><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:<\/span><\/strong><\/p>\n<p><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/strong><strong><span style=\"font-family: 'Arial',sans-serif; color: black;\">Approval of terms and conditions of share option of the Management Board Member of AS Ekspress Grupp.<\/span><\/strong><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 20\u00a0607 349 votes, i.e. 97.31% of the votes in favour, to approve\u00a0<\/span><span style=\"font-family: 'Arial',sans-serif; color: black;\">the terms and conditions of share option of the Management Board Member of AS Ekspress Grupp:<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">a.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The entitled subject of share option is Gunnar Kobin, the Board Member (Chairman) of AS Ekspress Grupp (hereinafter: Board Member);<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">b.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The 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;<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">c.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The 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;<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">d.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Board Member is entitled to acquire shares for free.<\/span><\/p>\n<p><strong><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/strong><strong><span style=\"font-family: 'Arial',sans-serif; color: black;\">Acquisition of own shares.<\/span><\/strong><\/p>\n<p><span style=\"font-size: 11.0pt; font-family: 'Arial',sans-serif; color: black;\">By 20\u00a0609\u00a0263 votes, i.e. 97.31% of the votes in favour, to\u00a0<\/span><span style=\"font-family: 'Arial',sans-serif; color: black;\">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 \u00a7 283 section 2 of the Commercial Code on the following terms and conditions:<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">a.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0AS 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;<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">b.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Pay 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 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;<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">c.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0To pay for the Shares from assets exceeding the share capital and the legal reserve;<\/span><\/p>\n<p><span style=\"font-family: 'Arial',sans-serif; color: black;\">d.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Shares may not be encumbered with rights of third persons.\u00a0<\/span><\/p>\n<hr \/>\n<h3 style=\"margin-top: 13.5pt; background: white;\"><span style=\"font-size: 14.0pt; font-family: 'Arial',sans-serif; color: black;\">AS Ekspress Grupp: Notice of Extraordinary General Meeting of Shareholders<\/span><\/h3>\n<p style=\"background: white;\"><span style=\"color: black;\">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.\u00a0 \u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">The registration of participants in the Meeting will commence at 11:30 a.m. at the location of the Meeting.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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:<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Approval of terms and conditions of share option of the Management Board Member of AS Ekspress Grupp.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Acquisition of own shares.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 To approve the terms and conditions of share option of the Management Board Member of AS Ekspress Grupp:<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">a.\u00a0\u00a0\u00a0 The entitled subject of share option is Gunnar Kobin, the Board Member (Chairman) of AS Ekspress Grupp (hereinafter: Board Member);<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">b.\u00a0\u00a0\u00a0 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;\u00a0<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">c.\u00a0\u00a0\u00a0 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;<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">d.\u00a0\u00a0 The Board Member is entitled to acquire shares for free.\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">2.\u00a0\u00a0\u00a0\u00a0\u00a0 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 \u00a7 283 section 2 of the Commercial Code on the following terms and conditions:<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">a.\u00a0\u00a0\u00a0 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;<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">b.\u00a0\u00a0\u00a0 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;<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">c.\u00a0\u00a0\u00a0 To pay for the Shares from assets exceeding the share capital and the legal reserve;<\/span><\/p>\n<p class=\"gnwindent1\" style=\"background: white;\"><span style=\"color: black;\">d.\u00a0\u00a0 The Shares may not be encumbered with rights of third persons.<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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.\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">All documents concerning the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp are available on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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).\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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.\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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.\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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.\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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\u00a0841, with each share granting one vote.\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">For the registration of participants in the Extraordinary General Meeting of Shareholders, we kindly ask:\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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;\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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.\u00a0<\/span><\/p>\n<p style=\"background: white;\"><span style=\"color: black;\">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\u00a0<a href=\"mailto:diana@egrupp.ee\">diana@egrupp.ee<\/a>\u00a0or 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,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0.<\/span><\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Draft-Resolutions-for-Extraordinary-General-Meeting-of-Shareholders-2013.pdf\">Draft Resolutions for Extraordinary General Meeting of Shareholders 2013<\/a><\/p>\n<hr \/>\n<h6><strong>Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 24 May 2013<\/strong><\/h6>\n<p>On 24 May 2013, the\u00a0 Annual General Meeting of the Shareholders of AS\u00a0 Ekspress Grupp was held in Tallinn, Narva mnt 11E.<\/p>\n<p>Out of\u00a029\u00a0796\u00a0841\u00a0votes\u00a022115741\u00a0votes were represented at the Meeting, i.e. 74.22% of the votes.<\/p>\n<p><strong>The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:<\/strong><\/p>\n<ol>\n<li><strong>Approval of the Annual Report for the Financial Year 1 January 2012 &#8211; 31 December 2012<\/strong><\/li>\n<\/ol>\n<p>By 22115741\u00a0 votes, i.e. 100% of the votes in favour, to approve the Annual Report for the Financial Year 1 January 2012 &#8211; 31 December 2012 of AS Ekspress Grupp.<\/p>\n<ol start=\"2\">\n<li><strong>Approval of the 2012 Profit Distribution Proposal<\/strong><\/li>\n<\/ol>\n<p>By 22115741 votes, i.e. 100% of the votes in favour, to approve the Profit Distribution Proposal, according \u00a0to which from the 2012 net profit of EUR 2 525, to increase the legal reserve by EUR 126 thousand, to pay dividends to shareholders\u00a0 respectively 1 (one) euro cent per share and to transfer the remaining amount EUR 2 101 to retained earnings of 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 7 June 2013 at 23:59. Dividends will be transferred to shareholder\u2019s bank account on 1 October 2013.<\/p>\n<ol start=\"3\">\n<li><strong>Extension of the authority granted to a Member of the Supervisory Board<\/strong><\/li>\n<\/ol>\n<p>By 22085741 votes, i.e. 99.86% of the votes in favour, to extend the authority Ville Jehe (personal identification code 36910010325) as the Member of the Supervisory Board.<\/p>\n<ol start=\"4\">\n<li><strong>Appointment of the auditor and establishment of the procedure of payment<\/strong><\/li>\n<\/ol>\n<p>By 22115741 votes, i.e. 100% of the votes in favour, to appoint the audit firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the financial year 1 January 2013 &#8211; 31 December 2013. The auditing services shall be paid for on the basis of the contract to be signed with the audit firm.<\/p>\n<hr \/>\n<p><strong>AS Ekspress Grupp: Notice of Annual General Meeting of Shareholders<\/strong><\/p>\n<p>Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Narva mnt 11E, 10151 Tallinn) convenes the Annual General Meeting of Shareholders, which will be held on 24 May 2013 at 12:00 p.m at the seat of AS Ekspress Grupp, in the city of Tallinn, Narva mnt 11E, 6th floor.<\/p>\n<p>The registration of participants in the Meeting will commence at 11:30 a.m. at the location of the Meeting.<\/p>\n<p>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:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2012 &#8211; 31 December 2012<\/li>\n<li>Approval of the 2012 Profit Distribution Proposal<\/li>\n<li>Extension of the authority granted to a Member of the Supervisory Board<\/li>\n<li>Appointment of the auditor and establishment of the procedure of payment<\/li>\n<\/ol>\n<p>The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2012 &#8211; 31 December 2012.<\/li>\n<\/ol>\n<p>To approve the Annual Report for the Financial Year 1 January 2012 &#8211; 31 December 2012 of AS Ekspress Grupp.<\/p>\n<ol start=\"2\">\n<li>Approval of the 2012 Profit Distribution Proposal<\/li>\n<\/ol>\n<p>To approve the Profit Distribution Proposal, according to which from the 2012 net profit of\u00a0EUR 2 525, to increase the legal reserve by EUR 126 thousand, to pay dividends to shareholders \u00a0respectively 1 (one) euro cent per share and to transfer the remaining amount EUR 2 101 to retained earnings of previous periods. The right to participate in distribution of profits applies to shareholders who have been registered in the list of AS Ekspress Grupp sharehoders as of 7 June 2013 at 23:59. Dividends will be transfered to shareholder\u2019s bank account on 1 October 2013.<\/p>\n<ol start=\"3\">\n<li>Extension of the authority granted to a Member of the Supervisory Board<\/li>\n<\/ol>\n<p>To extend the authority of Ville Jehe (personal code 36910010325) as the Member of the Supervisory Board.<\/p>\n<ol start=\"4\">\n<li>Appointment of the auditor and establishment of the procedure of payment<\/li>\n<\/ol>\n<p>To appoint the audit firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the financial year 1 January 2013 &#8211; 31 December 2013. The auditing services shall be paid for on the basis of the contract to be signed with the audit firm.<\/p>\n<p>&nbsp;<\/p>\n<p>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 17 May 2013.<\/p>\n<p>All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, the 2012 Annual Report of AS Ekspress Grupp, the auditor\u2019s report, the Profit Distribution Proposal, and the report of the Supervisory Board are available on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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 Annual General Meeting until the date of the Annual General Meeting (inclusive).<\/p>\n<p>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.<\/p>\n<p>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 21 May 2013, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>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 9 May 2013, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>As at 22 April 2013, the share capital of AS Ekspress Grupp is 17 878 104.60 Euros. The total number of shares is 29 796\u00a0841, with each share granting one vote.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register \u00a0where 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.<\/p>\n<p>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\u00a0<a href=\"mailto:diana@egrupp.ee\">diana@egrupp.ee<\/a>\u00a0or 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 23 May 2013 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/Annual-General-Meeting-of-Shareholders-2013_Draft-Resolutions.pdf\">Annual General Meeting of Shareholders 2013_Draft Resolutions<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2012","content":"<p><strong>Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp<\/strong><\/p>\n<p>On 4 May 2012, the\u00a0 Annual General Meeting of the Shareholders of AS\u00a0 Ekspress Grupp was held in Tallinn, Narva mnt 11E.<\/p>\n<p>Out of 29 796\u00a0841 votes 22\u00a0021\u00a0260 votes were represented at the Meeting, i.e. 73.90% of the votes.<\/p>\n<p>Pursuant to\u00a0\u00a7 303 (1)\u00a0of the Commercial Code, Hans Luik\u2019s votes were not taken into account in voting for the 5<sup>th<\/sup>\u00a0agenda item.<\/p>\n<p>&nbsp;<\/p>\n<p><strong>The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:<\/strong><\/p>\n<ol>\n<li><strong>Approval of the Annual Report for the Financial Year 1 January 2011 &#8211; 31 December 2011<\/strong><\/li>\n<\/ol>\n<p>By 22\u00a0021\u00a0260\u00a0 votes, i.e. 100% of the votes in favour, to approve the Annual Report for the Financial Year 1 January 2011 &#8211; 31 December 2011 of AS Ekspress Grupp presented by the Management Board.<\/p>\n<ol>\n<li><strong>Approval of the 2011 Profit Distribution Proposal presented by the Management Board<\/strong><\/li>\n<\/ol>\n<p>By 22\u00a0021 259 votes, i.e. 100% of the votes in favour, to approve the Profit Distribution Proposal presented by the Management Board, according to which the legal reserve will be increased by 84 thousand Euros from the 2011 net profit, which is 1683 thousand Euros, and 1599 thousand Euros will be allocated to the retained earnings of the previous periods. No dividends to be paid to the shareholders.<\/p>\n<ol>\n<li><strong>\u00a0Extension of the authority granted to a Member of the Supervisory Board<\/strong><\/li>\n<\/ol>\n<p>By 22\u00a0021\u00a0260 votes, i.e. 100% of the votes in favour, to extend the authority of Harri Helmer Roschier (born 11 February 1957) as the Member of the Supervisory Board.<\/p>\n<ol>\n<li><strong>Appointment of the auditor and establishment of the procedure of payment<\/strong><\/li>\n<\/ol>\n<p>By 22\u00a0021\u00a0260 votes, i.e. 100% of the votes in favour, to appoint the audit firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the financial year 1 January 2012 &#8211; 31 December 2012 (consent appended hereto). The auditing services shall be paid for on the basis of the contract to be signed with the audit firm.<\/p>\n<ol start=\"5\">\n<li><strong>Approval of the transaction with the Member of the Supervisory Board<\/strong><\/li>\n<\/ol>\n<p>By 14\u00a0057\u00a0953 votes, i.e. 100% of the votes in favour, to\u00a0authorise the Management Board to conclude a transaction with the Member of the Supervisory Board Hans Luik. The transaction consists of Hans Luik\u2019s toleration of restriction of transfer arising from current and\/or future loan agreements concluded by AS Ekspress Grupp and\/or surety by Hans Luik to secure AS Ekspress Grupp\u2019s obligations and paying Hans Luik fee for the afore-mentioned in the amount of 1.5 % a year of the obligation taken by Hans Luik until expiry of the respective restriction and\/or security considering that the maximum amount of the fee payable to Hans Luik for tolerating the restriction of transfer and\/or\u00a0 for the security is not more than 1.5% a year of EUR 4 million.<\/p>\n<ol start=\"6\">\n<li>\u00a0<strong>Removal of the Member of the Supervisory Board<\/strong><\/li>\n<\/ol>\n<p>By 22\u00a0021\u00a0259 votes, i.e. 100% of the votes in favour, to\u00a0remove Antti Mikael Partanen, born on 13 May 1969, from the Supervisory Board.<\/p>\n<ol start=\"7\">\n<li><strong>Election of the Member of the Supervisory Board<\/strong><\/li>\n<\/ol>\n<p>By 22\u00a0021\u00a0260 votes, i.e. 100% of the votes in favour, to\u00a0elect Kari Sakari Salonen, born on 11 February 1960, as an additional Supervisory Board member.<\/p>\n<hr \/>\n<p><strong>Notice of Annual General Meeting of Shareholders<\/strong><\/p>\n<p>Dear shareholder of AS Ekspress Grupp<\/p>\n<p>Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Narva mnt 11E, 10151 Tallinn) convenes the Annual General Meeting of Shareholders, which will be held on 4 May 2012 at 12:00 p.m at the seat of AS Ekspress Grupp, in the city of Tallinn, Narva mnt 11E, 6th floor.<\/p>\n<p>The registration of participants in the Meeting will commence at 11:30 a.m. at the location of the Meeting.<\/p>\n<p>Pursuant to the Decision of the Supervisory Board of AS Ekspress Grupp of 14 March 2012, the Agenda of the Annual General Meeting of Shareholders shall be as follows:<\/p>\n<p>&nbsp;<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2011 &#8211; 31 December 2011<\/li>\n<li>Approval of the 2011 Profit Distribution Proposal presented by the Management Board<\/li>\n<li>Extension of the authority granted to a Member of the Supervisory Board<\/li>\n<li>Appointment of the auditor and establishment of the procedure of payment<\/li>\n<li>Approval of the transaction with the Member of the Supervisory Board<\/li>\n<li>Removal of a Member of the Supervisory Board<\/li>\n<li>Election of a Member of the Supervisory Board<\/li>\n<\/ol>\n<p>&nbsp;<\/p>\n<p>The Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:<\/p>\n<p>&nbsp;<\/p>\n<ol>\n<li>Approval of the Annual Report for the Financial Year 1 January 2011 &#8211; 31 December 2011.<\/li>\n<\/ol>\n<p>To approve the Annual Report for the Financial Year 1 January 2011 &#8211; 31 December 2011 of AS Ekspress Grupp presented by the Management Board.<\/p>\n<ol>\n<li>Approval of the 2011 Profit Distribution Proposal presented by the Management Board<\/li>\n<\/ol>\n<p>To approve the Profit Distribution Proposal presented by the Management Board, according to which the legal reserve will be increased by 84 thousand Euros from the 2011 net profit, which is 1683 thousand Euros, and 1599 thousand Euros will be allocated to the retained earnings of the previous periods. No dividends to be paid to the shareholders.<\/p>\n<ol>\n<li>Extension of the authority granted to a Member of the Supervisory Board<\/li>\n<\/ol>\n<p>To extend the authority of Harri Helmer Roschier (born 11 February 1957) as the Member of the Supervisory Board.<\/p>\n<ol start=\"4\">\n<li>Appointment of the auditor and establishment of the procedure of payment<\/li>\n<\/ol>\n<p>To appoint the audit firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the financial year 1 January 2012 &#8211; 31 December 2012. The auditing services shall be paid for on the basis of the contract to be signed with the audit firm.<\/p>\n<ol start=\"5\">\n<li>Approval of the transaction with the Member of the Supervisory Board<\/li>\n<\/ol>\n<p>To authorise the Management Board to conclude a transaction with the Member of the Supervisory Board Hans Luik. The transaction consists of Hans Luik\u2019s toleration of restriction of transfer arising from current and\/or future loan agreements concluded by AS Ekspress Grupp and\/or surety by Hans Luik to secure AS Ekspress Grupp\u2019s obligations and paying Hans Luik fee for the afore-mentioned in the amount of 1.5 % a year of the obligation taken by Hans Luik until expiry of the respective restriction and\/or security considering that the maximum amount of the fee payable to Hans Luik for tolerating the restriction of transfer and\/or \u00a0for the security\u00a0is not more than 1.5% a year of EUR 4 million.<\/p>\n<ol start=\"6\">\n<li>Removal of the Member of the Supervisory Board<\/li>\n<\/ol>\n<p>To remove Antti Mikael Partanen, born on 13 May 1969, from the Supervisory Board.<\/p>\n<ol start=\"7\">\n<li>Election of the Member of the Supervisory Board<\/li>\n<\/ol>\n<p>To elect Kari Salonen, born on 11 February 1960, as an additional Supervisory Board Member.<\/p>\n<p>&nbsp;<\/p>\n<p>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 27 April 2012.<\/p>\n<p>All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, the 2011 Annual Report of AS Ekspress Grupp, the auditor\u2019s report, the Profit Distribution Proposal, and the report of the Supervisory Board are available on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>, 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 Annual General Meeting until the date of the Annual General Meeting (inclusive).<\/p>\n<p>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.<\/p>\n<p>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 1 May 2012, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>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 19 April 2012, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>As at 5 April 2012, the share capital of AS Ekspress Grupp is 17 878 104.60 Euros. The total number of shares is 29 796\u00a0841, with each share granting one vote.<\/p>\n<p>For the registration of participants in the Annual General Meeting of Shareholders, we kindly ask:<\/p>\n<p>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;<\/p>\n<p>representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register \u00a0where 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.<\/p>\n<p>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\u00a0<a href=\"mailto:diana@egrupp.ee\">diana@egrupp.ee<\/a>\u00a0or 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 3 May 2012 at the latest, using the templates available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp,\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG-draft-resolutions-of-the-Annual-General-Meeting-of-Shareholders.pdf\">EG draft resolutions of the Annual General Meeting of Shareholders<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2011","content":"<h3><strong>Resolutions of the general meeting<\/strong><\/h3>\n<p>The Annual General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Narva mnt. 11E, on 30 May 2011.<\/p>\n<p>At the Annual General Meeting, from 29\u00a0796\u00a0841 votes there were shareholders with 16 293 699 votes presented, which constitutes 54.68 per cent of total of the votes.<\/p>\n<p><strong>Resolutions adopted at the General Meeting of shareholders of AS Ekspress Grupp:<\/strong><\/p>\n<p><strong>The approval of the annual report for the financial year of 1 January 2010 to 31 December 2010. \u00a0 \u00a0<\/strong><\/p>\n<p>With 16\u00a0293\u00a0674 votes, which constitutes approximately 100%\u00a0votes in favour, to approve the annual report of AS Ekspress Grupp for the financial year of 1 January 2010 to 31 December 2010 presented by the Management Board.<\/p>\n<p><strong>The approval of the proposal for covering the loss of 2010 presented by the Management Board.\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0<\/strong><\/p>\n<p>With 16 293 674 votes, which constitutes approximately 100% votes in favour, to approve the proposal for covering the loss presented by the Management Board, according to which the loss of 2010 in the amount of 2,305,000 EEK (146,000 EUR), of which the part belonging to the owners of the parent company forms 2,017,000 EEK (129,000 EUR) and the part belonging to minor shareholders forms 288,000 EEK (18,000 EUR), to be covered from retained earnings. No dividends to be paid to the shareholders and no allocations to be made to reserves.<\/p>\n<p><strong>The recalculation of the share capital into euros and the reduction of the share capital. \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/strong><\/p>\n<p>With 16\u00a0293\u00a0310 votes, which constitutes approximately 100%\u00a0votes in favour, in connection with the introduction of the euro in the Republic of Estonia, to recalculate the shares and the share capital of the public limited company into euros. The nominal value of one share of the company is 10 EEK, which in accordance with the rounding rules stipulated in \u00a7 525\u00b3 of the Commercial Code amounts to 0.64 EUR. The registered share capital of the company is 297,968,410 EEK, which in accordance with the rounding rules stipulated in \u00a7 525\u00b3 of the Commercial Code amounts to 19,043,652.30 EUR. The rounding of the result of the recalculation of the nominal value of the shares does not carry legal meaning. In accordance with the norm stipulated in \u00a7 223(1) of the Commercial Code, pursuant to which the minimum nominal value of a share shall be 10 euro cents, and the norm stipulated in \u00a7 223(2), pursuant to which if the nominal value of a share is greater than 10 euro cents, the nominal value shall be a multiple of 10 euro cents, to reduce the share capital of the company by 1,165,547.70 EUR by way of reducing the nominal value of the shares to 17,878,104.60 EUR and to reduce the nominal value of the shares by 4 euro cents to 60 euro cents. In connection with the reduction of the share capital, no payments shall be made to the shareholders. The 1,165,547.70 EUR obtained as a result of the reduction of the share capital shall be allocated to retained earnings. The list of shareholders participating in the reduction of the share capital shall be fixed as at 23:59 on 13 June 2011.<\/p>\n<p><strong>The amendment of the Articles of Association.\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0\u00a0<\/strong><\/p>\n<p>With 16\u00a0293\u00a0674 votes, which constitutes approximately 100%\u00a0votes in favour, to amend the Articles of Association of the company and to approve the Articles of Association in new redaction.<\/p>\n<p><strong>The appointment of the auditor and the establishment of the procedure of payment.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/strong><\/p>\n<p>With 16\u00a0293\u00a0674 votes, which constitutes approximately 100%\u00a0votes in favour, to appoint auditing company AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the period of 1 January 2011 to 31 December 2011. The auditing services shall be paid for on the basis of the contract to be concluded with the auditing company.<\/p>\n<hr \/>\n<p><strong>NOTICE ON CONVENING annual GENERAL MEETING OF SHAREHOLDERS OF AS Ekspress grupp<\/strong><\/p>\n<p>The Management Board of AS Ekspress Grupp (registry code 10004677, location Narva mnt 11E, 10151 Tallinn) convenes the regular meeting of shareholders on 30 May 2011 at 12:00 at the location of AS Ekspress Grupp, on the VI floor of Narva mnt 11E in the city of Tallinn.<\/p>\n<p>The registration of participants in the meeting shall commence at 11:30 at the place of the meeting.<\/p>\n<p>Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp of 4 May 2011 the agenda of the Annual General Meeting of Shareholders shall be as follows:<\/p>\n<p>The approval of the annual report for the financial year of 1 January 2010 to 31 December 2010.<\/p>\n<p>The approval of the proposal for covering the loss of 2010 presented by the Management Board.<\/p>\n<p>The recalculation of the share capital into euros and the reduction of the share capital.<\/p>\n<p>The amendment of the Articles of Association.<\/p>\n<p>The appointment of the auditor and the establishment of the procedure of payment.<\/p>\n<p><strong>In regards to the agenda items, the Supervisory Board and the Management Board of AS Ekspress Grupp present the following proposals to the shareholders:<\/strong><\/p>\n<p><strong>The approval of the annual report for the financial year of 1 January 2010 to 31 December 2010.<\/strong><\/p>\n<p>To approve the annual report of AS Ekspress Grupp for the financial year of 1 January 2010 to 31 December 2010 presented by the Management Board.<\/p>\n<p><strong>The approval of the proposal for covering the loss of 2010 presented by the Management Board.<\/strong><\/p>\n<p>To approve the proposal for covering the loss presented by the Management Board, according to which the loss of 2010 in the amount of 2,305,000 EEK (146,000 EUR), of which the part belonging to the owners of the parent company forms 2,017,000 EEK (129,000 EUR) and the part belonging to minor shareholders forms 288,000 EEK (18,000 EUR), to be covered from retained earnings. No dividends to be paid to the shareholders and no allocations to be made to reserves.<\/p>\n<p><strong>The recalculation of the share capital into euros and the reduction of the share capital.<\/strong><\/p>\n<p>In connection with the introduction of the euro in the Republic of Estonia, to recalculate the shares and the share capital of the public limited company into euros. The nominal value of one share of the company is 10 EEK, which in accordance with the rounding rules stipulated in \u00a7 525\u00b3 of the Commercial Code amounts to 0.64 EUR. The registered share capital of the company is 297,968,410 EEK, which in accordance with the rounding rules stipulated in \u00a7 525\u00b3 of the Commercial Code amounts to 19,043,652.30 EUR. The rounding of the result of the recalculation of the nominal value of the shares does not carry legal meaning. In accordance with the norm stipulated in \u00a7 223(1) of the Commercial Code, pursuant to which the minimum nominal value of a share shall be 10 euro cents, and the norm stipulated in \u00a7 223(2), pursuant to which if the nominal value of a share is greater than 10 euro cents, the nominal value shall be a multiple of 10 euro cents, to reduce the share capital of the company by 1,165,547.70 EUR by way of reducing the nominal value of the shares to 17,878,104.60 EUR and to reduce the nominal value of the shares by 4 euro cents to 60 euro cents. In connection with the reduction of the share capital, no payments shall be made to the shareholders. The 1,165,547.70 EUR obtained as a result of the reduction of the share capital shall be allocated to retained earnings. The list of shareholders participating in the reduction of the share capital shall be fixed as at 23:59 on 13 June 2011.<\/p>\n<p><strong>The amendment of the Articles of Association.<\/strong><\/p>\n<p>To amend the Articles of Association of the company and to approve the Articles of Association in new reduction.<\/p>\n<p><strong>The appointment of the auditor and the establishment of the procedure of payment.<\/strong><\/p>\n<p>To appoint auditing company AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the period of 1 January 2011 to 31 December 2011. The auditing services shall be paid for on the basis of the contract to be concluded with the auditing company.<\/p>\n<p>The circle of shareholders entitled to attend the general meeting shall be determined 7 days before the general meeting, i.e. as at 23:59 on 23 May 2011.<\/p>\n<p>All the documents related to the Annual General Meeting of Shareholders of AS Ekspress Grupp, including draft decisions, the new reduction of the Articles of Association of the company, the 2010 annual report of AS Ekspress Grupp, the auditor\u2019s report and the proposal for covering the loss as well as the statement of the Supervisory Board are available for review on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>\u00a0and at the offices of AS Ekspress Grupp at Narva mnt 11E, Tallinn, VI floor, on workdays from 10:00 to 16:00 starting from the date of notification of the general meeting until the date of the general meeting (inclusive).<\/p>\n<p>At the general meeting, the shareholders are entitled to receive information concerning 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 under proceedings on petition to obligate the Management Board to provide the information.<\/p>\n<p>Shareholders, whose shares represent at least 1\/20 of the share capital, may present a draft decision for every agenda item to AS Ekspress Grupp at least 3 days before the general meeting, i.e. until 27 May 2011, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>Shareholders, whose shares represent at least 1\/20 of the share capital, may request the inclusion of additional issues in the agenda for the general meeting of AS Ekspress Grupp, provided that the relevant request is presented at least 15 days before the general meeting, i.e. until 15 May 2011, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>The share capital of AS Ekspress Grupp as at 05.05.2011.a amounts to 297,968,410 EEK. In total, there are 29,796,841 shares and every share grants one vote.<\/p>\n<p><strong>For the registration of participants in the Annual General Meeting of Shareholders, we hereby ask:<\/strong><\/p>\n<p>shareholders who are private persons to present a personal identification document (e.g. passport of ID card) and representatives of shareholders who are private persons to present a personal identification document and a written document certifying the authorisation.<\/p>\n<p>Representatives of shareholders who are legal persons to present a statement (or other such document) from the relevant (commercial) register, where the legal person is registered (issued not more than 7 days before presenting) and the personal identification document of the representative. The registry statements of shareholders who are legal persons registered in a foreign country must be legalised or certified by an\u00a0<em>apostille<\/em>, unless stipulated otherwise in international agreements. The transaction-based representatives of shareholders who are legal persons shall in addition to the aforementioned documents present a written document certifying the authorisation. AS Ekspress Grupp may register a shareholder who is a legal person in a foreign country as a participant in the general meeting also in the event all the required data concerning the legal person and the representative are contained in a notarised letter of authorisation issued in the foreign country and the letter of authorisation is acceptable in Estonia.<\/p>\n<p>Shareholders may give notice of appointing a representative and withdrawing the authorisation of a representative before the general meeting by e-mail to\u00a0<a href=\"mailto:diana@egrupp.ee\">diana@egrupp.ee<\/a>\u00a0or by delivering the said document(s) to the offices of AS Ekspress Grupp at Narva mnt 11E, Tallinn, VI floor (on workdays from 10:00 to 16:00) by 16:00 on 27 May 2011 at the latest, using the templates published on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>. Information about the procedure for the appointment and revocation of authorisation of representatives can be found on the homepage of AS Ekspress Grupp at\u00a0<a href=\"http:\/\/www.egrupp.ee\/\">www.egrupp.ee<\/a>.<\/p>\n<hr \/>\n<p><a href=\"https:\/\/egrupp.ee\/wp-content\/uploads\/2020\/06\/EG-draft-resolutions.pdf\">EG draft resolutions<\/a><\/p>\n<hr \/>\n<p>&nbsp;<\/p>\n","extras":"","protocol":""},{"title":"2010","content":"<p><strong>Resolutions of the general meeting<\/strong><\/p>\n<p>The Annual General Meeting of AS Ekspress Grupp was held today, on 30 March 2010.<\/p>\n<p>At the Annual General Meeting, there were shareholders with 16 940 056 votes, which constitutes approximately 81.25 per cent of total of the votes represented by the shares of AS Ekspress Grupp.<\/p>\n<p><strong>Resolutions adopted at the meeting:<\/strong><\/p>\n<p><strong>Approval of the Annual Report of 01.01.2009 &#8211; 31.12.2009 of AS Ekspress Grupp Pursuant to clause 298 (1) 7 of the Commercial Code, the General Meeting resolved<\/strong>:<\/p>\n<p>Approve the Annual Report of 01.01.2009 &#8211; 31.12.2009 presented by the Management Board.<\/p>\n<p><strong>Distribution of profits<\/strong><\/p>\n<p>Pursuant to clause 298 (1) 7 and section 335 of the Commercial Code, the General Meeting resolved:<\/p>\n<p>Cover the loss for the financial year 01.01.2009 &#8211; 31.12.2009 of EEK 189\u00a0014 000 (EUR 12 080 196) with retained earnings. Not to distribute dividends to shareholders, not to transfer funds to reserves.<\/p>\n<p><strong>Nomination of an auditor and determination of the procedure of remuneration of an auditor Pursuant to clause 298 (1) 5 and section 328 of the Commercial Code, the General Meeting resolved:<\/strong><\/p>\n<p>Nominate the company of auditors AS PricewaterhouseCoopers to conduct the audit of the financial year of\u00a0 01.01.2010 &#8211; 31.12.2010.<\/p>\n<p>Remunerate the auditor according to the agreement to be concluded with the auditor by the Management Board.<\/p>\n<p><strong>Recall of members of the Supervisory Board<\/strong><\/p>\n<p><strong>Pursuant to clause 298 (1) 4 and subsection 319 (1) of the Commercial Code, the General Meeting resolved: <\/strong>\u00a0Recall the member of the Supervisory Board Mr. H\u00e4rmo V\u00e4rk from the Supervisory Board of AS Ekspress Grupp. Recall the member of the Supervisory Board Mr. Kalle Norberg from the Supervisory Board of AS Ekspress Grupp.<\/p>\n<p><strong>Election and renewal of authorities of members of the Supervisory Board Pursuant to clause 298 (1) 4 and subsection 319 (1) of the Commercial Code, the General Meeting resolved:<\/strong><\/p>\n<p>Due the expire of the term of authority, elect Mr. Hans H. Luik for a new term as a member of the Supervisory Board of AS Ekspress Grupp Renew the authorisations of current member of the Supervisory Board Mr. Viktor Mahhov.<br \/>\nElect Mr. Aavo Kokk as a new member of the Supervisory Board.<\/p>\n<p><strong>Increase of share capital<\/strong><\/p>\n<p><strong>Pursuant to clause 298 (1) 2, subsection 345 (4) and subsection 347 (3) of the Commercial Code, the General Meeting resolved:<\/strong><strong><br \/>\nIncrease share capital of AS Ekspress Grupp by monetary contributions on the following terms and conditions: <\/strong>\u00a0to issue 8 948 000 new shares with the nominal value of EEK 10 (EUR 0.64) per share, whereby to list aforesaid shares on NASDAQ OMX Tallinn Stock Exchange. As a result of this increase of share capital, the new size of share capital is EEK 297 968 410 (EUR 19 051 689);<br \/>\nupon the increasing the share capital, to offer the new shares to the existing shareholders and to new investors, whereby the existing shareholders of AS Ekspress Grupp shall grant the subscription rights to subscribe new shares in proportion to the sum of the nominal values of the shareholder&#8217;s share. To grant subscription rights to the shareholders fixed in the shareholders list as at 14 April 2010 at 11:59 PM;<br \/>\nto carry out the subscription of new shares from 16 April 2010 until 3 May 2010 at 2:00 PM;<br \/>\nto grant to the existing shareholders 1 (one) subscription right per each existing share held. 2.33 (two point thirty three) subscription rights shall grant the right to subscribe for 1 (one) new share. In case subscription rights do not entitle to subscribe integer number of new shares, to round down the number of subscribable new shares to the closest integer number. To stipulate the specific allocation principles of the new shares in the public offering prospectus of AS Ekspress Grupp;<br \/>\nin case of over-subscription, not to issue shares in addition and in case of under-subscription to cancel new shares which are not subscribed during the subscription period or prolong the subscription period. To grant the right to cancel new shares or prolong the subscription period to the Management Board of AS Ekspress Grupp within 15 days after the end of the subscription period;<br \/>\nto issue new shares with a nominal value of EEK 10 (EUR 0.64) and premium is EEK 3.77 (EUR 0.24) per share; \u00a0new shares shall be paid by monetary contribution, whereby the due date of payment shall be 6 May 2010. To stipulate the instructions to subscribe new shares (incl. place for subscription) in the public offering prospectus of AS Ekspress Grupp;<br \/>\nnew shares shall grant the shareholder a right to receive dividends for the financial year that began on 1 January 2009, if the payment of dividends is decided upon.<\/p>\n<hr \/>\n<h3><strong>NOTICE ON CONVENING annual GENERAL MEETING OF SHAREHOLDERS OF AS Ekspress grupp<\/strong><\/h3>\n<p>At the request of the Supervisory Board, the Management Board of AS Ekspress Grupp (registry code 10004677, registered address at Narva mnt 11E, 10151 Tallinn) is calling the Annual General Meeting of Shareholders on 30 March 2010 at 12:00 AM. The meeting shall be held in Tallinn, in Gamma conference hall of Reval Hotel Ol\u00fcmpia at the address Liivalaia 33. The Annual General Meeting of Shareholders is called in order to approve the Annual Report of financial year 2009, to allocate profits, to nominate an auditor, to make changes in the Supervisory Board and to increase share capital.<\/p>\n<p>Registration of participants at the Annual General Meeting begins at 11:30 AM at the place of the meeting.<\/p>\n<p><strong>According to the resolution of the Supervisory Board of AS Ekspress Grupp from 23 February 2010, the agenda of the Annual General Meeting shall be as follows:<br \/>\n<\/strong><\/p>\n<p>Approval of the Annual Report of 01.01.2009 &#8211; 31.12.2009 of AS Ekspress Grupp<br \/>\nAllocation of profits<br \/>\nNomination of an auditor and determination of the procedure of remuneration of an auditor<br \/>\nRecall of members of the Supervisory Board<br \/>\nElection and renewal of authorities of members of the Supervisory Board<br \/>\nIncrease of share capital<\/p>\n<p><strong>The Supervisory Board of AS Ekspress Grupp shall make the following proposals to the shareholders:<br \/>\n<\/strong><\/p>\n<p><strong>Approval of the Annual Report of 01.01.2009 &#8211; 31.12.2009 of AS Ekspress Grupp<br \/>\n<\/strong><\/p>\n<p>Approve the Annual Report of 01.01.2009 &#8211; 31.12.2009 presented by the Management Board.<\/p>\n<p><strong>Allocation of profits<br \/>\n<\/strong><\/p>\n<p>Cover the loss for the financial year 01.01.2009 &#8211; 31.12.2009 of EEK 189 014 000 (EUR 12 080 196) with retained earnings. Not to distribute dividends to shareholders, not to transfer funds to reserves.<\/p>\n<p><strong>Nomination of an auditor and determination of the procedure of remuneration of an auditor<br \/>\n<\/strong><\/p>\n<p>To nominate the company of auditors AS PricewaterhouseCoopers (registry code 10142876) to conduct the audit of the financial year of\u00a0 01.01.2010 &#8211; 31.12.2010 and to remunerate the auditor according to the agreement to be concluded with the auditor by the Management Board.<\/p>\n<p><strong>Recall of members of the Supervisory Board<br \/>\n<\/strong><\/p>\n<p>Recall the members of the Supervisory Board Mr. Kalle Norberg (personal code 36605102722) and Mr. H\u00e4rmo V\u00e4rk (personal code 36308250347) from the Supervisory Board of AS Ekspress Grupp.<\/p>\n<p><strong>Election and renewal of authorities of members of the Supervisory Board<br \/>\n<\/strong><\/p>\n<p>Due the expire of the term of authority, to elect Mr. Hans H. Luik (personal code 36103200263) for a new term as a member of the Supervisory Board of AS Ekspress Grupp, to renew the authorisations of current member of the Supervisory Board Mr. Viktor Mahhov (personal code 36712140214) and to elect Mr. Aavo Kokk (personal code 36410042742) as a new member of the Supervisory Board.<br \/>\nTo approve the Supervisory Board comprises of 6 members. After the changes in the Supervisory Board, the members of the Supervisory Board are Mr. Ville Jehe, Mr. Aavo Kokk, Mr. Hans H. Luik, Mr. Viktor Mahhov, Mr. Antti Mikael Partanen and Mr. Harri Helmer Roschier.<\/p>\n<p><strong>Increase of share capital<br \/>\n<\/strong><\/p>\n<p>To ensure the improved liquidity of the companies of AS Ekspress Grupp and to successfully restructure the companies of AS Ekspress Grupp, the Supervisory Board proposes to increase the share capital of AS Ekspress Grupp by monetary contributions on the following terms and conditions:<\/p>\n<p>to issue 8 948 000 new shares with the nominal value of EEK 10 (EUR 0.64) per share, whereby to list aforesaid shares on NASDAQ OMX Tallinn Stock Exchange. As a result of this increase of share capital, the new size of share capital is EEK 297 968 410 (EUR 19 051 689);<\/p>\n<p>upon the increasing the share capital, to offer the new shares to the existing shareholders and to new investors, whereby the existing shareholders of AS Ekspress Grupp shall grant the subscription rights to subscribe new shares in proportion to the sum of the nominal values of the shareholder&#8217;s share. To grant subscription rights to the shareholders fixed in the shareholders list as at 14 April 2010 at 11:59 PM;<\/p>\n<p>to carry out the subscription of new shares from 16 April 2010 until 3 May 2010 at 2:00 PM;<\/p>\n<p>to grant to the existing shareholders 1 (one) subscription right per each existing share held. 2.33 (two point thirty three) subscription rights shall grant the right to subscribe for 1 (one) new share. In case subscription rights do not entitle to subscribe integer number of new shares, to round down the number of subscribable new shares to the closest integer number. The specific allocation principles of the new shares shall be stipulated in the public offering prospectus of AS Ekspress Grupp;<\/p>\n<p>in case of over-subscription, not to issue shares in addition and in case of under-subscription to cancel new shares which are not subscribed during the subscription period or prolong the subscription period. To grant the right to cancel new shares or prolong the subscription period to the Management Board of AS Ekspress Grupp within 15 days after the end of the subscription period;<\/p>\n<p>to issue new shares with a nominal value of EEK 10 (EUR 0.64) and premium is EEK 3.77 (EUR 0.24) per share;<\/p>\n<p>new shares shall be paid by monetary contribution, whereby the due date of payment shall be 6 May 2010. To stipulate the instructions to subscribe new shares (incl. place for subscription) in the public offering prospectus of AS Ekspress Grupp;<\/p>\n<p>new shares shall grant the shareholder a right to receive dividends for the financial year that began on 1 January 2009, if the payment of dividends is decided upon.<br \/>\nAS Ekspress Grupp is planning to submit an application to list the subscription rights on NASDAQ OMX Tallinn Stock Exchange, whereby respective trading with the subscription rights shall presumably begin on 16 April 2010 and end on 27 April 2010.<\/p>\n<p>The list of the shareholders who have right to attend at the Annual General Meeting of Shareholders shall be determined on 23 March 2010 at 11:59 PM.<\/p>\n<p>For the registration procedure of the Annual General Meeting we ask the following:<br \/>\nA shareholder in person to present the identity document (e.g. passport or ID card) and a representative of the shareholder in person to present the identity document and duly signed written document stipulating the power to represent.<br \/>\nThe representative of a shareholder (legal person) to present an extract (or other similar document) from the relevant commercial registry of the state where the legal person is located (issued not more than 7 days prior to the date of Annual General Meeting) and the identity document of the representative. The extract from registry abroad shall be legalised or certified with apostille, unless an international agreement stipulates otherwise. The authorised representative of a shareholder (legal person) shall present, in addition to the documents named hereinabove, the written document stipulating the power to represent which is duly issued by the legal representative of the shareholder. AS Ekspress Grupp is entitled to register the abroad located shareholder as a participant of Annual General Meeting in case all the requisite data of the legal person and its representative are contained in a Power Attorney issued to the representative and certified by a notary public aboard and the Power Attorney is acceptable in Estonia.<\/p>\n<p>A shareholder may notify AS Ekspress Grupp of the nomination of a representative and of the withdrawal of the authorisation prior to the date of the Annual General Meeting on the e-mail address diana@egrupp.ee or by delivering the aforesaid documents to the office of AS Ekspress Grupp at Narva mnt 11E, 6th floor (on business days form 10.00 AM to 4:00 PM) latest on 29 March 2010 by 4:00 PM and the forms of the documents provided for on the website of AS Ekspress Grupp at http:\/\/www.egrupp.ee shall be used. The information about the nomination of a representative and of the withdrawal of the authorisation can be found of the website of AS Ekspress Grupp at http:\/\/www.egrupp.ee.<\/p>\n<p>All materials of the Annual General Meeting, among other, the drafts of the resolutions, the Annual Report of financial year 2009 of AS Ekspress Grupp, the auditor&#8217;s report and the profit allocation proposal, may be examined on the website of AS Ekspress Grupp at the address http:\/\/www.egrupp.ee and on in the office of AS Ekspress Grupp at Narva Road 11E, 6th floor on business days from 10.00 AM to 4:00 PM from the date of convening the Annual General Meeting until the date of the Annual General Meeting (incl.)<\/p>\n<p>At the General Meeting a shareholder has the right to receive information on the activities of AS Ekspress Grupp from the Management Board. In case the Management refuses to give information, the shareholder may demand that the General Meeting decide on the legality of the shareholder&#8217;s request, or file, within 2 weeks after the General Meeting, a petition to a court in order to obligate the Management Board to give information.<\/p>\n<p>The shareholders whose shares represent at least 1\/20 of the share capital may submit draft resolutions regarding each item on the agenda within three days at the latest prior to the Annual General Meeting, i.e., 29 March 2010, by sending those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n<p>The shareholders whose shares represent at least 1\/20 of the share capital may request items be included on the agenda for the Annual General Meeting, in case such request is presented at latest by 15 days prior to the Annual General Meeting, i.e., 15 March 2010, by sending those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.<\/p>\n","extras":"","protocol":""}]},"_links":{"self":[{"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/pages\/1107","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/users\/11"}],"replies":[{"embeddable":true,"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/comments?post=1107"}],"version-history":[{"count":99,"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/pages\/1107\/revisions"}],"predecessor-version":[{"id":5308,"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/pages\/1107\/revisions\/5308"}],"up":[{"embeddable":true,"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/pages\/1106"}],"wp:attachment":[{"href":"https:\/\/egrupp.ee\/en\/wp-json\/wp\/v2\/media?parent=1107"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}