Börsiteade

Pealkiri

Changes in the structure of the group companies and convening an extraordinary general meeting

Teade

AS  Ekspress Grupp  enters a  merge with  itself the  following subsidiaries: OÜ
Ekspress  Digital and OÜ Ekspress Finance. The  goal of intra-group merger is to
increase  management efficiency  and simplify  the group's  legal and governance
structure.

On  December 19, 2018, AS Ekspress Grupp  and its 100% subsidiaries, OÜ Ekspress
Finance  and OÜ Ekspress  Digital signed a  notarised merger agreement, agreeing
that  AS Ekspress  Grupp as  the acquiring  company acquires  all the assets and
liabilities  of OÜ Ekspress Finance and OÜ Ekspress Digital. OÜ Ekspress Finance
and  OÜ Ekspress Digital as  merged companies will be  liquidated upon the entry
into  force of the  merger. The balance  sheet date of  the merger, that is, the
time  from which  the transactions  of the  merging companies  are considered on
behalf of the acquiring company, is 01.10.2018.

The  aforementioned transaction will have no  effect on the consolidated profit,
assets and liabilities of the AS Ekspress Grupp.

Notice on convening Extraordinary General Meeting of Shareholders

Notice  is hereby given that the Management Board of AS Ekspress Grupp (registry
code   10004677, official   address   Parda   6, 10151 Tallinn)   convenes   the
Extraordinary  General Meeting  of Shareholders,  which will  be held on 22(nd)
January, 2019 at 10:00 at the seat of AS 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.

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

 1. Approval of the merger agreement between AS Ekspress Grupp, OÜ Ekspress
    Finance and OÜ Ekspress Digital

The  management board of AS Ekspress Grupp  makes the following proposals to the
shareholders about the items of the agenda:

1. Approval  of  the  merger  agreement  between  AS Ekspress Grupp, OÜ Ekspress
Finance and OÜ Ekspress Digital

To  approve the merger  agreement signed between  AS Ekspress Grupp, OÜ Ekspress
Finance  and OÜ Ekspress Digital on December 19, 2018, which is proven by notary
of Tallinn, Tea Türnpuu.

The  circle of shareholders entitled to attend the Extraordinary General Meeting
will  be determined 7 days prior to the General Meeting, i.e. on 14(th) January,
2019 at the end of the working day of the settlement system.

All  documents concerning the Extraordinary  General Meeting of the Shareholders
of AS Ekspress Grupp, including draft resolutions, are available on the homepage
of  AS Ekspress Grupp at www.egrupp.ee (http://www.egrupp.ee), as well as at the
seat  of AS Ekspress  Grupp, Parda 6, 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 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 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 AS Ekspress Grupp
at  least 3 days prior to the General Meeting, i.e. until 18(th) January, 2019,
by    submitting   it   in   writing   to   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
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 6(th) January,
2019, by   submitting   it   in  writing  to  e-mail  address:  [email protected]
(mailto:[email protected]).

As  at  20(th) December,  2018, 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.  The right  to vote  is not  granted to  AS Ekspress Grupp's
17,527 own shares.

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 7 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 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 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] (mailto:[email protected]) or by delivering
the  aforementioned document(s) to  the seat of  AS Ekspress Grupp  at Parda 6,
Tallinn,  6(th) floor (on business days from 10:00 to 16:00) by 16:00 on 21(st)
January, 2019 at the latest, using the templates available on the homepage of AS
Ekspress   Grupp,   www.egrupp.ee  (http://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
(http://www.egrupp.ee).


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 that owns the
most well-known online media portals in Estonia, Latvia and Lithuania, publishes
the most popular newspapers and magazines and arranges their home delivery in
Estonia. In addition to its own periodicals, it also provides printing services
to other Estonian and foreign customers. At the end of 2017, the Group gave a
job to more than 1,600 people and 2017 sales revenue amounted to 64 million
euros.

Attachments

  * 2018 12 19 Merge Agreement (https://ml-
    eu.globenewswire.com/Resource/Download/986dc291-924d-4a39-9da2-ee3139524c6f)
  * EG_draft resolutions_ENG 22 01 2019 (https://ml-
    eu.globenewswire.com/Resource/Download/54bf652f-6f46-43f1-a1c6-a889f9443d76)
  * Power of Attorney - 22 01 2019 (https://ml-
    eu.globenewswire.com/Resource/Download/56e233a3-73f6-408a-867a-72c794504562)
  * Withdrawal of POA - 22 01 2019 (https://ml-
    eu.globenewswire.com/Resource/Download/51a52ef0-92c2-48a7-be4e-0c03a06a600b)