Market announcement

Title

Notice of Annual General Meeting of Shareholders

Message

Tallinn, Estonia, 2014-05-27 12:45 CEST (GLOBE NEWSWIRE) --


Dear shareholder of AS Ekspress Grupp

Notice is hereby given that the Management Board of AS Ekspress Grupp (registry
code 10004677, official address Narva mnt 11E, 10151 Tallinn) convenes the
Annual General Meeting of Shareholders, which will be held on 20 June 2014 at
12:00 p.m at the seat of AS Ekspress Grupp, in the city of Tallinn, Narva mnt
11E, 6th floor. 

The registration of participants in the Meeting will commence at 11:30 a.m. 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 shall be as follows: 

  1. Approval of the Annual Report for the Financial Year 1 January 2013 - 31
     December 2013
  2. Approval of the 2013 Profit Distribution Proposal 
  3. Removal of Members from the Supervisory Board 
  4. Election of new Members of the Supervisory Board 
  5. Extension of the authority of Members of the Supervisory Board
  6. Appointment of the auditor and establishment of the procedure of payment

The Supervisory Board and the Management Board of AS Ekspress Grupp present the
following proposals to the shareholders regarding the agenda items: 

  1. Approval of the Annual Report for the Financial Year 1 January 2013 - 31
     December 2013.

To approve the Annual Report for the Financial Year 1 January 2013 - 31
December 2013 of AS Ekspress Grupp. 

  1. Approval of the 2013 Profit Distribution Proposal presented 

To approve the Profit Distribution Proposal, according to which the legal
reserve will be increased by 54 thousand Euros from the 2013 net profit, which
is 1081 thousand Euros, dividends will be paid to the shareholders 1 (one) euro
cent per share and 729 thousand Euros will be allocated to the retained
earnings of the previous periods. 

  1. Removal of Members from the Supervisory Board 

To remove the current Members of the Supervisory Board Ville Jehe (personal
code 36910010325) and Aavo Kokk (personal code 36410042742) from Supervisory
Board. 

  1. Election of new Members of the Supervisory Board 

to elect a new Member of the Supervisory Board Indrek Kasela (personal code
37112100291) (consent annexed). 

  1. Extention of the authority of Members of the Supervisory Board

To extend the authority of Kari Sakari Salonen (date of birth 11.02.1960),
Harri Helmer Rochier (date of birth 11.02.1957), Viktor Mahhov (personal code
36712140214) and Hans Luik (personal code 36103200263) as the Members of the
Supervisory Board up to 20 June, 2019. 

  1. Appointment of the auditor and establishment of the procedure of payment

To appoint the audit firm AS Deloitte Audit Eesti (registry code 10687819) to
perform the audit of AS Ekspress Grupp for the financial years 1 January 2014 -
31 December 2016. The auditing services shall be paid for on the basis of the
contract to be signed with the audit firm. 



The circle of shareholders entitled to attend the Annual General Meeting will
be determined 7 days prior to the General Meeting, i.e. as at 23:59 on 13 June
2014. 

All documents concerning the Annual General Meeting of the Shareholders of AS
Ekspress Grupp, including draft resolutions, the 2013 Annual Report of AS
Ekspress Grupp, the auditor’s report, the Profit Distribution Proposal, and the
report of the Supervisory Board are available on the homepage of AS Ekspress
Grupp at www.egrupp.ee, as well as at the seat of AS Ekspress Grupp, Narva mnt
11E, Tallinn, 6th 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 General 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 decide 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 17 June 2014, by
submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151. 

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 5 June 2014, by
submitting it in writing to AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151. 

As at 26 May 2014, 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. 

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 [email protected] or by delivering the aforementioned
document(s) to the seat of AS Ekspress Grupp at Narva mnt 11E, Tallinn, 6th
floor (on business days from 10:00 to 16:00) by 16:00 on 19 June 2014 at the
latest, using the templates available on the homepage of AS Ekspress Grupp,
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. 





Yours faithfully

Gunnar Kobin
AS Ekspress Grupp
Chairman of the Management Board
GSM: +372 5188111
E-mail: [email protected]