Market announcement

Title

Notice on convening Extraordinary General Meeting of Shareholders

Message

Notice  is hereby given that the Management Board of AS Ekspress Grupp (registry
code  10004677, official  address  Parda  6, 10151 Tallinn; hereinafter Ekspress
Grupp) convenes the Extraordinary General Meeting of Shareholders, which will be
held  on 13 of July, 2021 at 10.00 at the seat of Ekspress Grupp, in the city of
Tallinn,  Parda 6, 6(th) floor. The registration  of participants in the Meeting
will commence at 9.30 at the location of the Meeting.

The Management Board asks the shareholders to consider that due to the COVID-19
disease  caused by the coronavirus it is advisable to minimize the extent of and
participation  in physical gatherings. Therefore, the Management Board urges the
shareholders  to vote 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, and not to participate in the general meeting in person.

In  order to  vote using  electronic means  the shareholders  have to  fill in a
voting  ballot - the ballot  is attached to the  notice on convening the general
meeting   both   on   the   website   of   the   Nasdaq  Baltic  stock  exchange
(https://nasdaqbaltic.com/
(https://www.globenewswire.com/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=))    as
well  as that of Ekspress Grupp  (http://egrupp.ee/en), and forward it by e-mail
to  [email protected]  (mailto:[email protected])  no  later than 16.00 on 12 July
2021 either

 1. signed digitally

or

 1. scanned with a hand-written signature and with a copy of the personal
    information page of the identical document.

In  addition  to  the  voting  ballot,  the  authorized  representative  of  the
shareholder must submit a valid power of attorney in Estonian or in English in a
form which can be reproduced in writing. The shareholder may use the template of
power  of attorney which is available on  the homepage of Ekspress Grupp. In the
case  of  a  shareholder  registered  in  a  foreign  country, please present in
addition  to the  voting ballot  a copy  of the  valid extract from the relevant
commercial  register  which  shows  the  representative's right to represent the
shareholder  (statutory power  of attorney).  The extract  must be in English or
translated into Estonian or English by a sworn translator or an official treated
as such.

The  exact  procedure  of  the  organisation  of  the  electronic voting is also
attached  to the notice  on convening the  general meeting on the aforementioned
websites.

Since  December  2020, the  Management  Board  of  Ekspress Grupp has considered
various  strategic alternatives  in respect  of its  subsidiary, the joint stock
company Printall (hereinafter Printall). The financial advisor Porta Finance was
in  charge  of  the  assessment.  Various  alternatives  within  its  framework,
including  the  sale  of  the  printing  business,  the  sale of the real estate
properties  of  Printall  and  potential  mergers  were  considered.  During the
assessment, the company contacted more than 50 potential buyers. It is important
that  the  printing  services  continuation  is  ensured  for  Ekspress  Grupp's
publications. The best solution maximising the value for the group, was the sale
of  Printall to  the buyer  Trükitung OÜ  that made  the best  offer and that is
controlled  by the member  of the Supervisory  Board and shareholder of Ekspress
Grupp, Hans Luik.

The  Supervisory  Board  of  Ekspress  Grupp  has  assessed  the  process of the
preparation  of the sales transaction, its  enterprise value and key conditions,
and  has given  its consent  for conclusion  of the  share sales  agreement. The
Supervisory  Board of Ekspress Grupp decided (Hans Luik did not vote on adoption
of the decision):

 1. Give the Management Board of Ekspress Grupp its assent and authorise the
    Management Board of Ekspress Grupp to conclude a share sales agreement
    according to which Ekspress Grupp will sell all shares that it owns in
    Printall (registry code 10092701) to Trükitung OÜ (registry code 16253878),
    which is a company under control of the member of the Supervisory Board of
    Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under
    the following basic conditions:
    1) The share sales agreement is based on enterprise value of EUR 10 million,
    i.e. as at the closing available cash will be added and loan obligations
    will be deducted from the aforesaid amount;
    2) EUR 1 million of the sales price will depend on the results of the
    financial year 2025 of Printall, including the deferred part of the sales
    price in the amount of EUR 700,000 which will be paid after the financial
    results of Printall in 2025 are known;
    3) Ekspress Grupp and Printall will continue their cooperation.
 2. The Management Board of Ekspress Grupp has the right, at its discretion, to
    determine the remaining conditions of the share sales agreement, while
    considering the interests of Ekspress Grupp.
 3. Authorise the Management Board of Ekspress Grupp to conclude all
    transactions and perform all operations that are necessary for conclusion
    and execution of the share sales agreement.

According  to  the  preliminary  estimate,  the  transaction  will result in the
reduction  of the issuer's assets by EUR 7.2 million and liabilities by EUR 5.0
million,  and the one-off net  loss will be EUR  2.2 million. The transaction is
not  considered  as  a  significant  transaction  according  to  the  rules  and
regulations  of the  NASDAQ Tallinn  Stock Exchange  "Requirements for Issuers".
Ekspress  Grupp  confirms  that  the  members  of  the  Group's  Management  and
Supervisory  Boards, other than Hans Luik,  are not personally interested in the
transaction.

According  to the  resolution of  the Supervisory  Board of  Ekspress Grupp, the
agenda of the Extraordinary General Meeting is as follows:

 1.  Decide on conclusion of a transaction with the member of the Supervisory
    Board and determine the terms and conditions of the transaction

The  Supervisory Board  of Ekspress  Grupp makes  the following proposals to the
shareholders regarding the items of the agenda.

 1. Decide on conclusion of a transaction with the member of the Supervisory
    Board and determine the terms and conditions of the transaction

    1.1. Give the Management Board of Ekspress Grupp its assent and authorise
    the Management Board of Ekspress Grupp to conclude a share sales agreement
    according to which Ekspress Grupp will sell all shares that it owns in
    Printall (registry code 10092701) to Trükitung OÜ (registry code 16253878),
    which is a company under control of the member of the Supervisory Board of
    Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under
    the following basic conditions:
    1)The share sales agreement is based on enterprise value of EUR 10 million,
    i.e. as at the closing available cash will be added and loan obligations
    will be deducted from the aforesaid amount;
    2) EUR 1 million of the sales price will depend on the results of the
    financial year 2025 of Printall, including the deferred part of the sales
    price in the amount of EUR 700,000 which will be paid after the financial
    results of Printall in 2025 are known;
    3) Ekspress Grupp and Printall will continue their cooperation.

    1.2. The Management Board of Ekspress Grupp has the right, at its
    discretion, to determine the remaining conditions of the share sales
    agreement, while considering the interests of Ekspress Grupp.

    1.3. Authorise the Management Board of Ekspress Grupp to conclude all
    transactions and perform all operations that are necessary for conclusion
    and execution of the sales agreement.

Neither  Hans  Luik  nor  the  companies  under  his  control  can  vote  in the
Extraordinary  General Meeting, and these votes  shall not be taken into account
when determining representation.

The  shareholders entitled to  attend the Extraordinary  General Meeting will be
determined  seven days prior to the  Extraordinary General Meeting, i.e. on 6 of
July, 2021 at the end of the working day of the settlement system.

All  documents concerning the Extraordinary  General Meeting of the Shareholders
of  Ekspress Grupp,  including draft  resolutions and  meeting presentation, are
available    on    the    homepage    of   Ekspress   Grupp   at   www.egrupp.ee
(http://www.egrupp.ee)  and  on  the  website  of  Nasdaq  Baltic stock exchange
(https://nasdaqbaltic.com/
(https://www.globenewswire.com/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=)).

At  the Meeting,  the shareholders  are entitled  to receive  information on the
activities  of Ekspress Grupp from the Management Board. If the Management Board
of  Ekspress Grupp refuses  to provide information,  the shareholders may demand
that  the General Meeting decides 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 Ekspress Grupp at
least  3 days  prior  to  the  General  Meeting,  i.e.  until  10 July  2021, by
submitting    it    in    writing    to    e-mail    address:   [email protected]
(mailto:[email protected]).

As  at 18 June, 2021, 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 Ekspress Grupp's 499,818 own shares.

For  the registration  of participants  in the  Extraordinary General Meeting of
Shareholders, we kindly ask:

  * The shareholders who are natural persons to present an identity document
    (e.g. passport or ID card) and the representatives of the shareholders who
    are natural persons to submit an identity document and a document in
    Estonian or English in a form which can be reproduced in writing certifying
    their authorisation;
  * The representatives of the shareholders who are foreign legal persons to
    submit a copy of the valid extract from the relevant commercial register
    which shows the representative's right to represent the shareholder
    (statutory power of attorney). The extract must be in English or translated
    into Estonian or English by a sworn translator or an official treated as
    such.
  * The authorised representatives of the shareholders to additionally submit a
    valid document certifying their authorisation in Estonian or English in a
    form which can be reproduced in writing. The shareholders may use the
    template of the power of attorney which is available on the homepage of
    Ekspress Grupp. Before the general meeting, the shareholders may notify of
    appointment of a representative and withdrawal of the power of attorney by
    the person to be represented by e-mail at the address [email protected] or
    have the above document(s) delivered to the office of AS Ekspress Grupp at
    Parda 6, Tallinn 10151, 6th floor (on working days between 10.00 and 16.00)
    no later than 16.00 on 12 July 2021.

It is not possible to vote at the general meeting by mail.


Mari-Liis Rüütsalu
AS Ekspress Grupp
Chairman of the Management Board
+372 512 2591
[email protected] (mailto:[email protected])

AS Ekspress Grupp is the leading media group in the Baltic States whose key
activities include web media content production, publishing of newspapers and
magazines and provision of printing services in Estonia, Latvia and Lithuania.
Ekspress Grupp that launched its operations in 1989 employs almost 1600 people,
owns leading web media portals in the Baltic States and publishes the most
popular daily and weekly newspapers as well as the majority of the most popular
magazines in Estonia.