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(th) of May, 2019 at
10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6(th)
floor.
The registration of participants in the Meeting will commence at 9:30 at the
location of the Meeting.
Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the
Agenda of the Annual General Meeting of Shareholders is as follows:
1. The approval of 2018 annual report.
2. The approval of the proposal for distribution of profits.
3. Extension of the mandate of the Members of the Supervisory Board
The management board of AS Ekspress Grupp makes the following proposals to the
shareholders about the items of the agenda:
1. The approval of 2018 annual report.
To approve the 2018 annual report of AS Ekspress Grupp for the financial year
from 1(st) of January 2018 to 31(st) of December 2018.
2. The approval of the proposal for distribution of profits.
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.
3. Extension of the mandate of the Members of the Supervisory Board
To extend the mandate of Supervisory Board Members Hans H. Luik, Indrek Kasela
and Harri Helmer Roschier from 21(th) May 2019 for five years until 20.05.2024.
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(th) May, 2019 at the
end of the working day of the settlement system.
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 www.egrupp.ee (http://www.egrupp.ee), as well as at the seat
of AS Ekspress Grupp, Parda 6, Tallinn, 6(th) 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).
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.
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(th) May, 2019, by
submitting it in writing to e-mail address: egrupp@egrupp.ee
(mailto:egrupp@egrupp.ee).
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(st) May, 2019, by
submitting it in writing to e-mail address: egrupp@egrupp.ee
(mailto:egrupp@egrupp.ee).
As at 17(th) April, 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's
17,527 own shares.
For the registration of participants in the Annual General Meeting of
Shareholders, we kindly ask:
* shareholders who are natural persons to present an identity document (e.g.
passport or ID card) and representatives of shareholders who are natural
persons to present an identity document and a written document certifying
their authorisation;
* representatives of shareholders who are legal persons to present an extract
(or other such document) from the relevant (commercial) register where the
legal person is registered (issued no more than 7 days prior to presenting),
and the identity document of the representative. In the case of legal
persons registered in a foreign country, the extract from the register must
be legalised or certified by an apostil, unless stipulated otherwise in
international agreements. Transactional representatives of shareholders who
are legal persons must, in addition to the aforementioned documents, present
a written document certifying their authorisation. AS Ekspress Grupp may
also register a shareholder who is a legal person in a foreign country as a
participant in the General Meeting if all the required data concerning the
legal person and the representative is contained in a notarised
authorisation document issued in the foreign country and the authorisation
document is acceptable in Estonia.
Prior to the General Meeting, shareholders may give notice of the appointment of
a representative and the withdrawal by the principal of the authorisation via e-
mail to the address egrupp@egrupp.ee (mailto:egrupp@egrupp.ee) or by delivering
the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6,
Tallinn, 6(th) floor (on business days from 10:00 to 16:00) by 16:00 on 16(th)
May, 2019 at the latest, using the templates available on the homepage of AS
Ekspress Grupp, www.egrupp.ee (http://www.egrupp.ee). Information on the
procedure of appointment and revocation of the authorisation of representatives
is available on the homepage of AS Ekspress Grupp, www.egrupp.ee
(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 and
magazines and provision of printing services in Estonia, Latvia and Lithuania.
Ekspress Grupp that launched its operations in 1989 employs 1700 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.
|