Announcement View
Company AS Ekspress Grupp
Type Company Release
Category Announcement of General Meeting
Publicize date 13 Oct 2021 08:30:00 +0300
EG_draft resolutions_ENG 2021 11 04.pdf
Power of Attorney - 04 11 2021.docx
Withdrawal of POA - 04 11 2021.docx
Voting ballot 2021 11 04.docx
EG_otsuste eelnõud_EST 2021 11 04.pdf
Hääletussedel 2021 11 04.docx
Volikiri EST- 04 11 2021.docx
volikirja tagasiv6tmine EST- 04 11 2021.docx
Kell English
Title Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening an extraordinary general meeting
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  § 299(1) of the
Commercial Code.

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
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=))    as
well  as of  Ekspress Grupp  homepage (  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
(  by  no  later  than 4 November 2021 at 9:00 (Estonian
time)  in accordance with the procedure  specified below.  If 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

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's  homepage no later  than on 11 November 2021 in accordance
with § 299(1) (6) of the Commercial Code.

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's 513,972 own

The   management  board  of  AS  Ekspress  Grupp  submits  the  following  draft
resolutions to the shareholders.

1. Extraordinary  distribution of  dividends in  connection with  the sale of AS

To  pay  EUR  3,028,287, which  is  EUR  0.1 per  share,  as  dividends  to  the

  * 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.
  * 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.
  * Dividends will be paid to the shareholders on 23 November 2021 to the
    shareholder's bank account, which is linked to the securities account.

Organisational issues

Forwarding of the voting ballot and accompanying documents
The  filled in and signed voting ballot  and accompanying documents must be sent
by e-mail to ( no later than 4 November
2021 at 9.00.

  * The voting ballot must be filled in and signed either digitally or by hand
    on paper.
  * 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's 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's specimen signature) in order to enable
    identification of the shareholder.
  * 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).
  * 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.
  * 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's 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's 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.

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  ( and on the  website of Nasdaq Baltic stock
exchange                                              (

Documents related to the resolutions
The  draft resolutions and related documents are available on the websites of AS
Ekspress   Grupp   (   (  and  Nasdaq  Baltic

Questions related to the resolutions and adoption procedure
Questions related to the resolutions and the adoption procedure may be submitted
to e-mail ( until the deadline given to
the shareholders to present their position. The questions and answers will be
disclosed on Ekspress Grupp homepage (

Mari-Liis Rüütsalu
AS Ekspress Grupp
Chairman of the Management Board
+372 512 2591 (

AS Ekspress Grupp is the leading media group in the Baltic States whose key
activities include web media content production and publishing of newspapers and
magazines. The Group also manages the electronic ticket sales platform and
ticket sales sites in Estonia and Latvia. Ekspress Grupp that launched its
operations in 1989 employs almost 1400 people, owns leading web media portals in
the Baltic States and publishes the most popular daily and weekly newspapers as
well as the majority of the most popular magazines in Estonia.