Market announcement
AS Ekspress Grupp
Category
Other price sensitive information
Date
05.12.2008 11:14:31
Title
Extraordinary General Meeting of the Shareholders
Message
On December 12, 2008 at 12:00 o'clock the management board of AS Ekspress Grupp (registry code 10004677, address Narva Road 11e, 10151 Tallinn) shall call a special meeting of the shareholders. The meeting shall be held in Tallinn in the meeting room of Ekspress Grupp at Narva Road 11e on VI floor. The agenda of the general meeting, pursuant to the December 2, 2008 resolution of the supervisory board of AS Ekspress Grupp, shall be the following: 1. Increase of share capital 2. Election of an auditor and determination of remuneration 3. Removal of a member of the supervisory board 4. Election of members of supervisory board AS Ekspress Grupp shall make the following propositions to the shareholders: 1. Increase of share capital The proposition of the supervisory board: To increase the share capital of the Company in the following conditions: 1) To increase the share capital of the Company with supplementary contributions by 18,777,600 kroons by issuing 1,877,760 new shares with the nominal value of 10 kroons a share. The new amount of share capital shall be 208,488,410 kroons. 2) The new shares shall be issued with an issue premium with the amount of 5 kroons a share. For one share in total 15 kroons shall be paid. 3) Subscription of shares for the purposes of section 345 of the Commercial Code shall be excluded, but every person who as at 05.01.2009 at 23:59 o'clock has been entered in the share register of the Company has the right of subscription of shares pursuant to terms and conditions set forth in this resolution. No other person shall have the right of subscription of shares. 4) The minimum amount of shares for one subscriber allowed to be subscribed for is 52,160. If a person has subscribed for shares in a smaller amount, then the subscription shall not be taken into account, shares shall not be issued to him and he is not deemed to be a subscriber for the purposes of this resolution. 5) Shares shall be paid for by making a monetary contribution within the period of subscription set forth in clause 7 to the Company's bank account no. 10002022763009 in SEB Bank(.IBAN: EE351010002022763009; BIC: EEUHEE2X). In the transfer order the following data shall be specified: i. name of the subscriber; ii. personal identification or registry code; iii. the amount of subscribed shares; iv. in the details there shall be the following specification: “contribution for subscribed shares” Upon payment for shares, the subscriber shall be deemed to be accepted the terms and conditions set forth in this resolution. 6) Subscription of new shares shall be carried out by paying for them pursuant to clause 5. Shares shall be deemed to be subscribed, if the issue price paid by the subscriber has been transferred to the Company's bank account specified in clause 5. 7) The period of subscription of new shares shall be from 06.01.2009 to 12.01.2009 at 23:59 o'clock. Within the indicated period the issue price paid by the subscriber shall be transferred to the Company's bank account specified in clause 5. 8) On 20.01.2009 the shares of the Company subscribed by a subscriber shall be transferred to the securities account, where there are the Company's shares already owned by the subscriber. If there is more than one of such accounts then the management board of the Company shall choose to which securities account the subscribed shares shall be transferred. A= 52160 + _B-52160___ * (1877760 - D*52160) C- D*52160 9) If the number of shares subscribed is larger than the total amount of issued shares, then shares shall be issued to the subscribers pursuant to the following principles: a. If there are 36 subscribers, then each subscriber shall be issued 52,160 shares, regardless of the number of shares subscribed by them. b. If there are more than 36 subscribers, then shares shall only be issued to these 36 subscribers who as at the fixed moment own the most shares of the Company. To each of the said subscribers 52,160 shares shall be issued, regardless of the number of shares subscribed by them. No shares shall be issued to the rest of the subscribers. c. If there are less than 36 subscribers and the number of shares subscribed by them exceeds the total amount of issued shares which is specified in clause 1, then to each subscriber 52,160 shares plus a supplementary number of shares in proportion to the number of shares which exceed the 52,160 shares subscribed by a subscriber shall be issued. Therefore, the number of shares issued to a subscriber shall be calculated pursuant to the following formula: A= 52160 + _B-52160___ * (1877760 - D*52160) C- D*52160 where A - number of shares issued to a subscriber; B - number of shares subscribed by a subscriber; C - number of shares subscribed by all subscribers; D - number of subscribers 10) The contribution made upon subscription of shares shall be refunded in the respective part within 15 days after the termination of the subscription period to the same bank account from which it was made, if, pursuant to this resolution, shares are not issued or not all the shares which the subscriber has subscribed for are issued. 11) The shares issued shall give the right to receive dividends for the financial year of 2009 and from then on. 12) The management board of the Company shall have the right to extend the period of subscription of new shares or to cancel the new shares which have not been subscribed during the subscription period or which in case of oversubscription will be left over because of rounding of distribution ratio of shares. The management board may execute the indicated rights within 10 days after the termination of the subscription period. 2. Election of an auditor and determination of remuneration to auditor The proposition of the supervisory board: To confirm the audit firm PricewaterhouseCoopers as the auditor of AS Ekspress Group and to pay remuneration to the auditor pursuant to the contract to be concluded with them. 3. Removal of a member of the supervisory board The proposition of the supervisory board: To remove Selle Luik from the position of a member of the supervisory board. 4. Election of members of the supervisory board The proposition of the supervisory board: To elect the following persons as members of the supervisory board: Ville Jehe, personal identification code 36910010325, place of residence Tallinn Antti Mikael Partanen, personal identification code 130569-171R, place of residence Tuusula, the Finland Republic The list of shareholders with the right to vote at the general meeting shall be fixated on December 11, 2008 at 23:59 o'clock. Registration for the meeting shall start on the day of the meeting at 11.30 at the location of the meeting. For registration please bring an ID, in case of a representative of a shareholder, a power of attorney or another document certifying the right of representation. If you have any questions regarding items on the agenda, please ask them by writing at priit@egrupp.ee. The questions and answers and the positions of the meeting shall be disclosed on the home page of the Company on the Internet. Priit Leito Manager AS Ekspress Grupp Tel: +372 669 8340 E-mail: priit@egrupp.ee