Market announcement

Title

Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening an extraordinary general meeting

Message

The  Management  Board  of  AS  Ekspress Grupp (registry code 10004677, official
address  Narva  mnt  13, Tallinn  10151) 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 4 March 2024 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  26 February,  2024 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 March 2024 in
accordance with § 299(1) (6) of the Commercial Code.

As at 8 February, 2024, 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 664,366 own
shares.

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

1. Amendment of the share option program approved on 29.09.2020

To  amend the point 6 of the share  option program approved on 29.09.2020 and to
phrase it as follows:

The vesting period of the Options shall be three years from the original vesting
date  of the Options, to be laid down  in the option contract to be entered into
with each Option Holder. The share acquisition price that the Option Holder pays
upon subscription for the Shares shall be the nominal value of the Shares at the
time of the issue of the Options.

The  exercise of the  Options and issuance  of the Shares  shall be performed by
transferring  Ekspress  Grupp's  own  shares  to  the option holder and/or by an
increasing  of the share capital  of EG and issuing  of new shares to the option
holder.  For the new shares  to be issued, the  pre-emption right of the current
shareholders  shall be precluded  pursuant to §  345 (1) of the Commercial Code.
New  shares  shall  be  listed  in  accordance  with  the  applicable  rules and
procedures.

2. Preclusion of the shareholders' preferential right to subscribe shares with
regard to the shares to be issued for implementation of the 29.09.2020 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
29.09.2020.

3. Amendment of Articles of Association

To  amend clause 5.9 of the Articles of Association and to confirm it in the new
wording as follows:

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  up  to  EUR  160,000 (one  hundred  and sixty
thousand).

4. Option pricing

To  accept  that  during  the  execution  of  the  option  program  approved  on
29.09.2020, the price of own shares to be transferred and the price of shares to
be  issued shall be  the nominal value  of the shares  valid at the  time of the
issue of the Options (item 6 of the option program).

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 4 March
2024 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).

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 Baltic media group whose key activities include
web media content production, and publishing of newspapers, magazines and books.
The Group also operates an electronic ticket sales platform and ticket sales
offices and offers outdoor screen service in Estonia and Latvia. Ekspress Grupp
launched its operations in 1989 and employs almost 1100 people.