Börsiteade

Pealkiri

AS Ekspress Grupp to buy back its own shares

Teade

AS     Ekspress     Grupp,     in     accordance     with     the     resolution
(https://view.news.eu.nasdaq.com/view?id=b1685d727c08dfd1b70dd72b2ff7a925c&lang=
et)  of the shareholders of 2 May 2022, announces  the buyback of up to 588,235
own  shares (share of AS Ekspress Grupp, ISIN EE3100016965, hereinafter referred
to as the share) from the shareholders in the period from 15 February to 6 March
2023 at the price of EUR 1.70 per share.

The buyback shall be subject to the following conditions:

  * the purchase price is EUR 1.70 per share;
  * the maximum amount payable for the shares to be bought back: EUR 1,000,000
    (up to 588,235 shares);
  * the shares shall not be encumbered by third party rights.

All  shareholders can offer their  shares to AS Ekspress  Grupp for a buyback at
equal  terms. To  participate in  the buyback,  during the  period of submitting
redemption  orders  a  shareholder  shall  submit an over-the-counter redemption
offer  in his/ her bank (at the  custodian of the securities account opened with
Nasdaq  CSD  SE)  within  the  framework  of  a respective corporate event of AS
Ekspress  Grupp, indicating the number of  shares that the shareholder wishes to
sell back to AS Ekspress Grupp under the conditions disclosed in this notice.

The  period of  placing share  redemption orders  begins on  15 February 2023 at
10.00 and  ends  on  6 March  2023 at  15.00. A  shareholder  may use any method
offered  by  the  shareholder's  custodian  to  place  a  redemption order (e.g.
physically at the custodian's customer service location, online or otherwise). A
shareholder's  redemption offer shall be deemed  to have been submitted from the
moment  that  Nasdaq  CSD  receives  a  duly  executed redemption order from the
shareholder's  custodian. A shareholder shall have the right to modify or cancel
their  redemption order at any time until the end of the period during which the
redemption  order is submitted.  To that end,  the shareholder shall contact the
shareholder's  custodian  through  whom  the  relevant  order  has been made and
execute any action required by the custodian to modify or cancel the order. When
submitting  a redemption order, the custodian shall block a corresponding amount
of  securities in  the shareholder's  securities account.  The shareholder shall
bear   all  costs  and  charges  related  to  the  submission,  cancellation  or
modification of the redemption order.

By submitting a redemption order, each shareholder:

  * agrees that this announcement is not considered to be an offer for the
    conclusion of a share buyback agreement within the meaning of § 16 (1) of
    the Law of Obligations Act or otherwise, and the submission of a redemption
    order shall not in itself create a binding buyback agreement between
    Ekspress Grupp and the shareholder;
  * agrees that the number of shares indicated in the redemption order shall be
    deemed to be the maximum number of shares that the shareholder wishes to
    offer for redemption and that AS Ekspress Grupp may buy back fewer (but not
    more) shares than the maximum number of shares offered by the shareholder;
  * authorizes the custodian managing the shareholder's securities account or
    Nasdaq CSD to modify the information contained in the shareholder's
    redemption order, including the number of shares offered by the shareholder
    and the total amount of the transaction (which is obtained by multiplying
    the purchase price of the share by the number of shares to be bought back
    from the shareholder) if in the course of the buyback distribution it is not
    possible to buy back from the shareholder all shares indicated in the
    shareholder's redemption order;
  * confirms that the shares held by the shareholder are not encumbered by third
    party rights;
  * consents to the exchange of personal data between Nasdaq CSD and AS Ekspress
    Grupp both during the period of submitting redemption orders and after the
    end of the relevant period for the purpose of participation in the buyback
    (including the decision on the distribution of the buyback of shares).

AS  Ekspress Grupp  shall decide  on the  distribution of  the buyback of shares
(acceptance  of offers)  after the  end of  the period for submitting redemption
orders.  If  the  total  amount  of  the  received redemption orders exceeds EUR
1,000,000, AS Ekspress Grupp shall distribute the shares to be bought back among
the  offers submitted by the shareholders  proportionally (pro rata) so that the
total  buyback amount does not exceed EUR 1,000,000. In the event of excess, the
custodian  shall release the excessively blocked securities in the shareholder's
securities  account. If  a pro  rata distribution  of shares  to be  bought back
results  in a number of shares that  is not an integer, the corresponding number
of  shares  shall  be  rounded  down  to  the  nearest whole number of shares in
accordance  with the  rounding rules.  The balance  resulting from  the rounding
shall be distributed among the shareholders on a random basis.

AS  Ekspress Grupp shall disclose  the results of the  buyback distribution in a
stock  exchange announcement on 7 March 2023. Shares sold as part of the buyback
shall  be  transferred  and  funds  for  the  shares  shall be received into the
shareholder's account on 9 March 2023.

Buyback schedule

+-------------------------+----------------------------------------------------+
|15 February 2023 at 10.00|Beginning of the period for submitting redemption   |
|                         |offers (start of the period for submitting the offer|
|                         |to the custodian)                                   |
+-------------------------+----------------------------------------------------+
|1 March 2023             |Guaranteed participation date                       |
+-------------------------+----------------------------------------------------+
|3 March 2023             |Buyer protection deadline                           |
+-------------------------+----------------------------------------------------+
|6 March 2023 at 15.00    |End of the period for submitting redemption offers  |
|                         |(end of the period for submitting the offer to the  |
|                         |custodian)                                          |
+-------------------------+----------------------------------------------------+
|7 March 2023             |Disclosure of the buyback distribution results      |
+-------------------------+----------------------------------------------------+
|9 March 2023             |Date of transfer of shares and funds                |
+-------------------------+----------------------------------------------------+

The results of the buyback offer may impact the amount of dividends to be paid
out of the Group's profit for 2022. The Management Board will make a dividend
proposal along with the notice to call an ordinary general meeting and will form
its proposal on dividends based on previously approved dividend policy and the
volume of the shares bought back under the share buyback offer. The Group will
pay out at least 30% of the last year's net profit as dividends under the
condition that there will be sufficient monetary funds available to fund key
operations and make new strategic investments. In case the economic environment
significantly slows down, or the cash flows are lower than expected for other
reasons, the Group may lower the dividend pay-out ratio or decide not to pay
dividends.

Signe Kukin
Group CFO
AS Ekspress Grupp
Tel: +372 669 8381
Email: [email protected] (mailto:[email protected])

AS Ekspress Grupp is the leading Baltic media group whose key activities include
web media content production as well as publishing of newspapers, magazines and
books. The Group also operates an electronic ticket sales platform and ticket
offices and provides an outdoor screen service in Estonia and Latvia. Ekspress
Grupp launched its operations in 1989 and it employs almost 1600 people.