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 29(th) of
September, 2020 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.
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.
In order to vote using electronic means the shareholders have to fill in a
voting ballot - the ballot is attached to the notice on convening the general
meeting both 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 (http://egrupp.ee/en), and forward it by e-mail to
egrupp@egrupp.ee (mailto:egrupp@egrupp.ee) no later than 16.00 on 28 September
2020 either
1. signed digitally
or
1. scanned with a hand-written signature and with a copy of the personal
information page of the identical document.
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's 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.
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.
Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the
Agenda of the Extraordinary General Meeting of Shareholders is as follows:
1. Implementation of the share option program approved on 13.06.2017 and
amendment of the shareholders' general meeting resolution adopted on
13.06.2017
2. Preclusion of the shareholders' preferential right to subscribe shares
with regard to the shares to be issued for implementation of the
13.06.2017 share option program
3. Amendment of the Articles of Association
4. Approval of the new share option program
The management board of AS Ekspress Grupp makes the following proposals to the
shareholders about the items of the agenda.
1. Implementation of the share option program approved on 13.06.2017 and
amendment of the shareholders' general meeting resolution adopted on 13.06.2017
To approve the following activities required for the implementation of the
option program:
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.
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.
1.3. To amend point 4.10 of the resolution of AS Ekspress Grupp annual
shareholders' general meeting dated 13.06.2017 and to phrase it as follows:
4.10. For implementation of the share option program the company obtains up to
1.3 million company's 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.
2. Preclusion of the shareholders' preferential right to subscribe shares with
regard to the shares to be issued for implementation of the 13.06.2017 share
option program.
To exclude the shareholders' preferential right to subscribe shares which are
issued for the implementation of the share option program approved on
13.06.2017.
3. Amendment of the Articles of Association.
To add clause 5.9 to the Articles of Association in the following wording:
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).
4. Approval of the new share option program.
To approve the share option program of AS Ekspress Grupp for the period
2021-2023.
The circle of shareholders entitled to attend the Extraordinary General Meeting
will be determined seven days prior to the General Meeting, i.e. on 22(nd)
September, 2020 at the end of the working day of the settlement system.
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 (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=)).
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 26(th) September,
2020, by submitting it in writing to e-mail address: egrupp@egrupp.ee
(mailto:egrupp@egrupp.ee).
As at 7(th) 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's
17,527 own shares.
For the registration of participants in the Extraordinary General Meeting of
Shareholders, we kindly ask:
* 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;
* 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's 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.
* 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.
It is not possible to vote at the general meeting by mail.
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.
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.
The Group also manages the electronic ticket sales platform and ticket sales
sites in Latvia. Ekspress Grupp that launched its operations in 1989 employs
almost 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.
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