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
(https://nasdaqbaltic.com/
(https://www.globenewswire.com/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=)) as
well as of Ekspress Grupp homepage (http://egrupp.ee/en). 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 egrupp@egrupp.ee
(mailto:egrupp@egrupp.ee) 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
resolution.
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
shares.
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 egrupp@egrupp.ee (mailto:egrupp@egrupp.ee) 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
www.egrupp.ee (http://www.egrupp.ee) and on the website of Nasdaq Baltic stock
exchange (https://nasdaqbaltic.com/
(https://www.globenewswire.com/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=)).
Documents related to the resolutions
The draft resolutions and related documents are available on the websites of AS
Ekspress Grupp (www.egrupp.ee (http://www.egrupp.ee)) and Nasdaq Baltic
(https://nasdaqbaltic.com/
(https://www.globenewswire.com/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=)).
Questions related to the resolutions and adoption procedure
Questions related to the resolutions and the adoption procedure may be submitted
to e-mail egrupp@egrupp.ee (mailto:egrupp@egrupp.ee) until the deadline given to
the shareholders to present their position. The questions and answers will be
disclosed on Ekspress Grupp homepage www.egrupp.ee (http://www.egrupp.ee).
Mari-Liis Rüütsalu
AS Ekspress Grupp
Chairman of the Management Board
+372 512 2591
mariliis.ryytsalu@egrupp.ee (mailto:mariliis.ryytsalu@egrupp.ee)
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.
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