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Additional information concerning the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp - draft resolutions.

Teade

28 January 2010
Agenda of the Extraordinary General Meeting of Shareholders shall be as
follows: 
1.	Increase of share capital 
2.	Removal of Supervisory Board members 
3.	Renewal of the authorisations of Supervisory Board members
4.	Election of Supervisory Board members

AS EKSPRESS GRUPP
Extraordinary General Meeting of Shareholders 
DECISION no 1 (draft)
Tallinn, 28 January 2010
Pursuant to clause 298(1)2) and subsection 345(1) and (4) and subsection 347(3)
of the Estonian Commercial Code, the General Meeting decides: 
To increase the share capital of AS Ekspress Grupp by way of monetary and
non-monetary contributions on the following terms and conditions: 
i.	to issue 8 896 800 new shares with the nominal value of EEK 10 per share. As
a result of the increase of share capital, the new size of share capital is EEK
297 456 410; 
ii.	upon the increase of share capital, the right to subscribe about 6 250 000
new shares to be given to existing shareholders of AS Ekspress Grupp and to any
other interested party. The subscription rights with respect of existing
shareholders, the shareholders shall have pre-emptive right to subscribe new
shares in case they are fixed in the list of shareholders as at 27.01.2010 at
23.59; 
iii.	about 2 646 800 new shares shall be offered directly, in the manner of
that existing shareholders shall not have pre-emptive right to subscribe new
shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The
deadline for the submission of a relevant declaration of intention is two weeks
as of the adoption of the decision to increase share capital. As stipulated in
this clause, these shares shall be paid for as a non-monetary contribution by
settling the claims arising from the loan contract and bonds on 04.03.2010 at
14.00 at the latest; 
iv.	the subscription of new shares shall begin on 15.02.2010 on the
precondition that the Financial Supervisory Authority has approved the public
offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as
of the beginning of subscription, which shall presumably end on 01.03.2010. If
the Financial Supervisory Authority has not approved the public offering
prospectus by the designated date, AS Ekspress Grupp shall inform of the
schedule of the subscription period in the same manner as the this notice to
convene Extraordinary General Meeting of Shareholders was published. The
Management Board of AS Ekspress Grupp shall be granted the right to extend the
deadline for subscription and cancel the shares that have not been subscribed
during the subscription period. The Management Board may execute aforementioned
rights within 15 days as of the end of the subscription period; 
v.	in the framework of the planned public issue of shares, every existing share
shall grant one subscription right. Upon the distribution of new shares in the
framework of a public offering, four subscription rights grant the right for
one new share. The exact principles for the allocation of new shares shall be
stipulated in the prospectus, which shall also specify where and how
applications can be submitted for the subscription of shares; 
vi.	all new shares shall be issued with a nominal value of EEK 10 and an issue
premium of a minimum of EEK 3.77 per share, and the Supervisory Board may
determine a higher issue premium until the beginning of subscription; 
vii.	publicly offered shares shall be paid for by way of a monetary
contribution whereby the due date of payment shall be 04.03.2010 at 2.00 PM; 
viii.	new shares shall grant the shareholder a right to receive dividends for
the financial year that began on 01.01.2009 if the payment of dividends is
decided upon. 


DECISION no 2 (draft)
Tallinn, 28 January 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General
Meeting decides: 
Remove the Supervisory Board members Kalle Norberg, personal identification
code 36605102722, and Harmo Värk, personal identification code 36308250347. 

DECISION no 3 (draft)
Tallinn, 28 January 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General
Meeting decides: 
Renew the authorisations of current Supervisory Board member Hans Luik,
personal identification code 36103200263, by 5 years. 

DECISION no 4 (draft)
Tallinn, 28 January 2010
Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General
Meeting decides: 
Elect Aavo Kokk, personal identification code 36410042742, place of residence
Tallinn, as a new Supervisory Board member. At present, the Supervisory Board
of the Company comprises 6 members. 


Additional information:
Gunnar Kobin
Chairman of the Management Board
GSM: +372 5188111
e-mail: gunnar@egrupp.ee