Market announcement

Title

Notice to convene extraordinary general meeting of shareholders

Message

The management board of AS Ekspress Grupp (registry code 10004677, address
Narva mnt 11E, 10151 Tallinn) calls the Extraordinary General Meeting of
Shareholders on 28 January 2010 at 12.00. 
The meeting will be held in Tallinn, in the conference hall of the Radisson SAS
Hotel (Rävala pst 3) named Hansa, which is located on the 1st floor of the
hotel. 
The list of the voting shareholders who have right to attend the Extraordinary
General Meeting of Shareholders shall be determined on 21 January 2010 at
23.59. Registration for the meeting shall be open on the day of the meeting, at
11.30, at the place of the meeting. To register, please take a personal
identification document with you. If a shareholder participates in the General
Meeting of Shareholders through a representative, they must notify AS Ekspress
Grupp of the appointment of the representative (and the withdrawal of the
authorisation from the representative) either in writing or electronically, and
in case of electronic notification, the respective document must be signed
digitally. The legal representative of a legal person registered abroad must
have a statement from the respective register in which the legal person is
registered and which shows their right of representation. If it is not a legal
representative of the legal person registered abroad, a written authorisation
must be presented in addition to a statement from the register. The documents
of a legal person registered abroad must be legalised or certified with an
apostil. 

According to the resolution of the Supervisory Board of AS Ekspress Grupp from
4 January 2010, the agenda of the General Meeting shall be as follows: 

1.	Increase of share capital 
2.	Removal of Supervisory Board members 
3.	Renewal of the authorisations of Supervisory Board members
4.	Election of Supervisory Board members

The Supervisory Board of AS Ekspress Grupp shall make the following proposals
to the shareholders: 

1.	Increase of share capital

To ensure the better liquidity of the companies of AS Ekspress Grupp and
successfully restructure the companies of AS Ekspress Grupp, the Supervisory
Board of AS Ekspress Grupp proposes the increase of the share capital of AS
Ekspress Grupp by way of monetary and non-monetary contributions on the
following terms and conditions: 

1.1	to issue 8 896 800 new shares with the nominal value of EEK 10 per share.
As a result of the increase of share capital, the new size of share capital is
EEK 297 456 410; 

1.2	upon the increase of share capital, the right to subscribe about 6 250 000
new shares to be given to existing shareholders of AS Ekspress Grupp and to any
other interested party. The subscription rights with respect of existing
shareholders, the shareholders shall have pre-emptive right to subscribe new
shares in case they are fixed in the list of shareholders as at 27.01.2010 at
23.59; 

1.3	about 2 646 800 new shares shall be offered directly, in the manner of that
existing shareholders shall not have pre-emptive right to subscribe new shares.
The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The deadline
for the submission of a relevant declaration of intention is two weeks as of
the adoption of the decision to increase share capital. As stipulated in this
clause, these shares shall be paid for as a non-monetary contribution by
settling the claims arising from the loan contract and bonds on 04.03.2010 at
14.00 at the latest; 

1.4	the subscription of new shares shall begin on 15.02.2010 on the
precondition that the Financial Supervisory Authority has approved the public
offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as
of the beginning of subscription, which shall presumably end on 01.03.2010. If
the Financial Supervisory Authority has not approved the public offering
prospectus by the designated date, AS Ekspress Grupp shall inform of the
schedule of the subscription period in the same manner as the this notice to
convene Extraordinary General Meeting of Shareholders was published. The
Management Board of AS Ekspress Grupp shall be granted the right to extend the
deadline for subscription and cancel the shares that have not been subscribed
during the subscription period. The Management Board may execute aforementioned
rights within 15 days as of the end of the subscription period; 

1.5	in the framework of the planned public issue of shares, every existing
share shall grant one subscription right. Upon the distribution of new shares
in the framework of a public offering, four subscription rights grant the right
for one new share. The exact principles for the allocation of new shares shall
be stipulated in the prospectus, which shall also specify where and how
applications can be submitted for the subscription of shares; 

1.6	all new shares shall be issued with a nominal value of EEK 10 and an issue
premium of a minimum of EEK 3.77 per share, and the Supervisory Board may
determine a higher issue premium until the beginning of subscription; 

1.7	publicly offered shares shall be paid for by way of a monetary contribution
whereby the due date of payment shall be 04.03.2010 at 2.00 PM; 

1.8	new shares shall grant the shareholder a right to receive dividends for the
financial year that began on 01.01.2009 if the payment of dividends is decided
upon. 

2.	Remove the Supervisory Board members Kalle Norberg, personal identification
code 36605102722, and Harmo Värk, personal identification code 36308250347. 

3.	Renew the authorisations of current Supervisory Board member Hans Luik,
personal identification code 36103200263, by 5 years. 

4.	Elect Aavo Kokk, personal identification code 36410042742, place of
residence Tallinn, as a new Supervisory Board member. At present, the
Supervisory Board of the Company comprises 6 members. 
The shareholders whose shares represent at least 1/20 of the share capital may
submit draft resolutions regarding each item on the agenda within three days at
the latest prior to the General Meeting, i.e., 25.01.2010, by sending those in
writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151. 

Any questions concerning the items on the agenda of the General Meeting can be
sent to the e-mail address gunnar@egrupp.ee. The relevant materials concerning
the Extraordinary General Meeting of Shareholders are available on the website
of the company on the Internet at www.egrupp.ee. 


Additional information:
Gunnar Kobin
Chairman of Management Board
GSM: +372 5188111
E-mail: gunnar@egrupp.ee