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AS Ekspress Grupp: Notice of Extraordinary General Meeting of Shareholders

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Tallinn, Estonia, 2013-10-18 09:39 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 Narva mnt 11E, 10151 Tallinn) convenes the
Extraordinary General Meeting of Shareholders, which will be held on 21
November 2013 at 12:00 p.m at the seat of AS Ekspress Grupp, in the city of
Tallinn, Narva mnt 11E, 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 Extraordinary General Meeting of Shareholders shall be as
follows: 

1.             Approval of terms and conditions of share option of the
Management Board Member of AS Ekspress Grupp. 

2.             Acquisition of own shares.



The Supervisory Board and the Management Board of AS Ekspress Grupp present the
following proposals to the shareholders regarding the agenda items: 

1.             To approve the terms and conditions of share option of the
Management Board Member of AS Ekspress Grupp: 

a.    The entitled subject of share option is Gunnar Kobin, the Board Member
(Chairman) of AS Ekspress Grupp (hereinafter: Board Member); 

b.    The Board Member is entitled to acquire, within the frames of the option
programme, from 01.01.2017 to 31.03.2017 up to 700,000 (seven hundred thousand)
shares of AS Ekspress Grupp; 

c.    The Supervisory Board is entitled to partly reduce the number of option
programme shares in case the Board Member does not fulfil the goals set by the
Supervisory Board; 

d.   The Board Member is entitled to acquire shares for free.

2.      To acquire up to 700,000 AS Ekspress Grupp shares (hereinafter: Shares)
to meet the terms and conditions of Board Member share option and in compliance
with § 283 section 2 of the Commercial Code on the following terms and
conditions: 

a.    AS Ekspress Grupp is entitled to acquire Shares with one transaction or
by parts from stock exchange or over-the-counter within the time period
starting from publication of the resolution of the special general meeting up
to 31.12.2016; 

b.    Pay as minimum the stock exchange price of the Share on the transaction
day or the nominal statutory value of the Share, i.e. 0.60 EUR (sixty euro
cents) in case of over-the-counter transaction and as maximum the stock
exchange price of the Share on the transaction day or maximum of 1.35 EUR in
case of over-the-counter acquisition; 

c.    To pay for the Shares from assets exceeding the share capital and the
legal reserve; 

d.   The Shares may not be encumbered with rights of third persons.



The circle of shareholders entitled to attend the Extraordinary General Meeting
will be determined 7 days prior to the Extraordinary General Meeting, i.e. as
at 23:59 on 14 November 2013. 

All documents concerning the Extraordinary General Meeting of the Shareholders
of AS Ekspress Grupp are available on the homepage of AS Ekspress Grupp at
www.egrupp.ee, as well as at the seat of AS Ekspress Grupp, Narva mnt 11E,
Tallinn, 6th floor, on business days from 10:00 to 16:00 starting from the date
of notification of the Extraordinary General Meeting until the date of the
Extraordinary General Meeting (inclusive). 

At the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, i.e. until 18
November 2013, by submitting it in writing to AS Ekspress Grupp, Narva mnt 11E,
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
Extraordinary General Meeting of AS Ekspress Grupp, provided that the request
is submitted 15 days prior to the Extraordinary General Meeting at the latest,
i.e. until 6 November 2013, by submitting it in writing to AS Ekspress Grupp,
Narva mnt 11E, Tallinn 10151. 

As at 18 October 2013, 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. 

For the registration of participants in the Extraordinary 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 15 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 Extraordinary 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 Extraordinary 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 Narva mnt 11E,
Tallinn, 6th floor (on business days from 10:00 to 16:00) by 16:00 on 20
November 2013 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 . 


         Gunnar Kobin
         AS Ekspress Grupp
         Chairman of the Management Board
         GSM: +372 5188111
         E-mail: [email protected]