Börsiteade

Pealkiri

Notice on convening an Annual General Meeting of Shareholders

Teade

Notice  is hereby given that the Management Board of AS Ekspress Grupp (registry
code 10004677, official address Narva mnt 13, 10151 Tallinn) convenes the Annual
General  Meeting of Shareholders  (the "Meeting"), which  will be held on 23 May
2025 at  10:00 at the seat of  AS Ekspress Grupp, in  the city of Tallinn, Narva
mnt  13, 4(th) floor.  The  registration  of  participants  in  the Meeting will
commence at 9:30 at the location of the Meeting.

The  circle of  shareholders entitled  to attend  the Meeting will be determined
seven  days prior to the Meeting, i.e. on  16 May 2025 at the end of the working
day of the settlement system.

The  shareholders  who  do  not  participate  in  the Meeting in person may vote
electronically  before  the  Meeting.  In  order  to promote sustainability, the
Management  Board recommends  voting on  draft resolutions electronically before
the Meeting and avoiding travel to and from the Meeting.

In  order to vote by  electronic means the shareholders  are to fill in a voting
ballot,  which is attached  to the notice  on convening the  Meeting both on the
website          of         Nasdaq         Baltic         stock         exchange
(https://nasdaqbaltic.com/statistics/en/news)  as  well  as  of  Ekspress  Grupp
(https://www.egrupp.ee/en/about-group/management/general-meeting-of-
shareholders/).  The filled in ballot should be  signed digitally and sent by e-
mail to [email protected] (mailto:[email protected]) no later than on 22 May 2025
by  16:00. The exact procedure  of the organisation  of the electronic voting is
also  attached  to  the  notice  on  convening the Meeting on the aforementioned
websites.

Pursuant  to the  decision of  the Supervisory  Board of  AS Ekspress Grupp, the
Agenda of the Annual General Meeting of Shareholders is as follows:

     1. Approval of the 2024 annual report of AS Ekspress Grupp
     2. Approval of the proposal for the distribution of profits
     3. Extension of the mandate of a Member of the Supervisory Board
     4. Election of a member of the Supervisory Board
     5. Remuneration of the members of the Supervisory Board
     6. Recall of a member of the Supervisory Board

The  Management Board and  the Supervisory Board  of AS Ekspress  Grupp make the
following proposals to the shareholders about the items on the agenda.

1. Approval of the 2024 annual report of AS Ekspress Grupp

To  approve the 2024 annual report  of AS Ekspress Grupp  for the financial year
from 1 January 2024 to 31 December 2024.

2. Approval of the proposal for the distribution of profits

To  approve the profit  distribution proposal for  2024. To distribute EUR 3.25
million as follows:

  * to pay dividends 6 (six) euro cents per share in total amount of EUR 1.86
    million;
  * to increase statutory reserve by EUR 0.13 million;
  * the remaining EUR 1.26 million to be allocated to the retained earnings.

Shareholders  entered into  the share  register of  AS Ekspress  Grupp on 6 June
2025, at  the  close  of  the  business  day  of  the settlement system, will be
entitled  to dividends. The  day of change  of the rights  related to the shares
(ex-date)  is on 5 June  2025; from this date  onwards, the person acquiring the
shares  will not  have the  right to  receive dividends  for the  financial year
2024. Dividends  will  be  paid  to  the  shareholders  on  12 June  2025 to the
shareholder's bank account which is linked to the securities account.

3. Extension of the mandate of a member of the Supervisory Board

To  extend the mandate  of the Supervisory  Board member Priit  Rohumaa for five
years, from 17 June 2025 until 16 June 2030.

4. Election of a member of the Supervisory Board

To  elect  Mr.  Ülar  Maapalu  (personal  code  37304142727) as  a member of the
Supervisory Board for five years, until 23 May 2030.

5. Remuneration of the members of the Supervisory Board

5.1. To increase the monthly remuneration of Priit Rohumaa, the Chairman of the
Supervisory Board, from EUR 3000 to EUR 4500 (gross).

5.2. To increase the monthly remuneration of Sami Jussi Petteri Seppänen, a
Member of the Supervisory Board, from EUR 1350 to EUR 2000 (gross).

5.3. To  pay monthly remuneration of EUR  2000 (gross) to Ülar Maapalu, a Member
of the Supervisory Board.

6. Recall of a member of the Supervisory Board

To recall Triin Hertmann from the Supervisory Board.


All  documents concerning the  Annual General Meeting  of the Shareholders of AS
Ekspress  Grupp,  including  draft  resolutions,  are  available on the homepage
(https://www.egrupp.ee/en/about-group/management/general-meeting-of-
shareholders/) of AS Ekspress Grupp.

At  the 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 Meeting decides  on the legitimacy of  their demand, or submit,
within two weeks, an application to a court by way of 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 three days prior to the Meeting, i.e. until 20 May 2025, by submitting
it in writing to the e-mail address [email protected] (mailto:[email protected]).

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
Annual  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 8 May
2025, by  submitting  it  in  writing  to  the  e-mail  address [email protected]
(mailto:[email protected]).

As  at 29 April 2025, the  share capital of  AS Ekspress Grupp is 18,575,605.20
euros.  The total number  of shares is  30,959,342, with each share granting one
vote. The right to vote is not granted to AS Ekspress Grupp's 3,030 own shares.

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

  * shareholders who are natural persons to submit an identity document;
    representatives of shareholders who are natural persons to submit an
    identity document and a written document certifying their authorisation;

  * legal representatives of shareholders who are legal persons to submit an
    identity document; the authorised representative should also submit a valid
    written authorisation document. The shareholder registered in a foreign
    country to submit a valid extract from the relevant register where the legal
    person is registered and from which the representative's right to represent
    the shareholder arises. The extract from the register of the foreign
    shareholder and power of attorney of the representative must be legalised or
    certified by an apostil, unless stipulated otherwise in international
    agreements. AS Ekspress Grupp may also register a shareholder who is a legal
    person in a foreign country as a participant in the 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  Meeting, shareholders  may give  notice of  the appointment  of a
representative and of the withdrawal of any previously given authorisations of a
representative  via e-mail  to [email protected]  (mailto:[email protected]) or by
delivering  the aforementioned document(s)  to the seat  of AS Ekspress Grupp at
Narva  mnt 13, Tallinn,  2(nd) floor (on  business days  from 10:00 to 16:00) by
16:00 on  22 May  2025 at  the  latest,  using  the  templates  available on the
homepage  of  AS  Ekspress  Grupp,  www.egrupp.ee  (http://www.egrupp.ee). It is
possible to vote at the Meeting by using electronical means prior to the Meeting
in  accordance with the electronic voting procedure.  It is not possible to vote
at the 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 Baltic media group whose key activities include
online  media content production, as well as publishing of newspapers, magazines
and  books. The Group also operates electronic ticket sales platforms and ticket
sales  offices,  provides  outdoor  screen  service  in  Estonia and Latvia, and
organizes  conferences, trainings and other  events. Ekspress Grupp launched its
operations in 1989 and employs almost 1,100 people.