Announcement View
Company AS Ekspress Grupp
Type Company Release
Category Announcement of General Meeting
Publicize date 20 Jan 2022 12:38:13 +0200
EG_draft resolutions_ENG 2022 02 11.pdf
EG option program May 2023_ENG.pdf
Voting ballot 2022 02 11.docx
Power of Attorney - 11 02 2022.docx
Withdrawal of POA - 11 02 2022.docx
EG_otsuste eelnõud_EST 2022 02 11.pdf
EG aktsiaoptsiooniprogramm mai 2023_EST.pdf
Hääletussedel 2022 02 11.docx
Volikiri EST- 11 02 2022.docx
volikirja tagasiv6tmine EST- 11 02 2022.docx
Kell English
Title Notice of adoption of resolution 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  11 February 2022 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 4 February, 2022 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 18 February 2022 in accordance
with § 299(1) (6) of the Commercial Code.

As at 20 January, 2022, 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 resolution
to the shareholders.

1. The  approval of the Share Option Program that 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.

To  approve the Share Option Program of  AS Ekspress Grupp up to 371,000 options
with  the exercise date  May 2023. The program  enables Ekspress Grupp to comply
with  the commitment arising from the purchase  and sale agreement of the shares
of Geenius Meedia OÜ entered into on 17 December 2021.

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 11
February 2022 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 in 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 in
    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, publishing of newspapers,
magazines and books. 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 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.