Market announcement

Title

Notice of Annual General Meeting of Shareholders

Message

Tallinn, Estonia, 2016-05-19 16:05 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 Parda 6, 10151 Tallinn) convenes the Annual
General Meeting of Shareholders, which will be held on 13 June, 2016 at 12:00
p.m at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 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 2015 - 31
December 2015 

2. Approval of the 2015 Profit Distribution Proposal

3. Amendment of the Articles of Association

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 2015 - 31
December 2015. 

To approve the Annual Report for the Financial Year 1 January 2015 - 31
December 2015 of AS Ekspress Grupp. 

2. Approval of the 2015 Profit Distribution Proposal presented

To approve the Profit Distribution Proposal, according to which the legal
reserve will be increased by 135 thousand Euros from the 2015 net profit, which
is 2707 thousand Euros, dividends will be paid to the shareholders 5 (five)
euro cent per share and 1116 thousand Euros will be allocated to the retained
earnings of the previous periods. The right to participate in distribution of
profits applies to shareholders who have been registered in the list of AS
Ekspress Grupp shareholders as of 29 June, 2016 at 23:59. Dividends will be
transferred to shareholder’s bank account on 6 July, 2016. 

3. Amendment of the Articles of Association

To amend the Articles of Association by fixing the mistakes related to
numbering and add the following articles: 

“6.10. The management board may decide that the shareholders may participate in
the general meeting and excercise their right using electronic means without
physically attending the general meeting and without appointing a
representative. 

6.11. Electronical participation ways are:

6.11.1. participation in a general meeting by means of real-time two-way
communication throughout the general meeting or in another similar electronic
way, which enables the shareholder to watch the general meeting from a remote
location, vote using electronic means throughout the general meeting on each
draft of the resolution and address the general meeting at the time determined
by the chairman of the meeting; 

6.11.2. voting 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 or during the general meeting. 

6.12. The use and the procedure of the electronic voting shall be determined by
the management board at each time. 

6.13. The procedure of the electronic voting shall ensure the identification of
the shareholders and the security and reliability of the electronic voting and
be proportionate for the achievement of the above objectives.” 

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 06 June
2016. 

All documents concerning the Annual General Meeting of the Shareholders of AS
Ekspress Grupp, including draft resolutions, the 2015 Annual Report of AS
Ekspress Grupp, the auditor’s report, the report of the Supervisory Board, the
Profit Distribution Proposal and the draft Articles of Association with
amendments are available on the homepage of AS Ekspress Grupp at www.egrupp.ee,
as well as at the seat of AS Ekspress Grupp, Parda 6, 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 9 June, 2016, by
submitting it in writing to AS Ekspress Grupp, Parda 6, 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 28 May, 2016, by
submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151. 

As at 19 May, 2016, 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 677 927 own
shares. 

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 Parda 6, Tallinn, 6th floor (on
business days from 10:00 to 16:00) by 16:00 on 10 June, 2016 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 . 


         Additional information:
         Gunnar Kobin
         Chairman of the Management Board
         GSM: +372 5188111
         e-mail: [email protected]