Börsiteade

Pealkiri

Notice on convening Annual General Meeting of Shareholders

Teade

Notice  is hereby given that the Management Board of AS Ekspress Grupp (registry
code  10004677, official  address  Parda  6, 10151 Tallinn)  convenes the Annual
General  Meeting of Shareholders, which will  be held on 17(th) of June, 2020 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.

The Management Board asks the shareholders to consider that due to the COVID-19
pandemic caused by the coronavirus it is advisable to minimize the extent of and
participation  in physical gatherings. Therefore, the Management Board urges the
shareholders  to vote on the draft resolutions  prepared in respect to the items
on the agenda of the general meeting using electronic means prior to the general
meeting, and not to participate the general meeting in person.

In order to vote using electronic means the shareholders are to fill in a voting
ballot  - the ballot is attached to  the notice on convening the general meeting
both  on the website of  Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/
(https://www.globenewswire.com/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=))    as
well  as of Ekspress Grupp (http://egrupp.ee/en).  The filled in ballot shall be
signed  digitally and sent to the Management Board by e-mail at [email protected]
(mailto:[email protected])  by no later than  on 16 June 2020 at 16:00. The exact
procedure  of the organisation of the electronic  voting is also attached to the
notice on convening the general meeting on the aforementioned websites.

In  order to  protect the  participants of  the general  meeting, the Management
Board affirms that appropriate measures will be taken on the site of the meeting
to   minimize   the   possibility  of  spreading  the  coronavirus.  Appropriate
disinfectants and personal protective equipment shall be provided on site of the
meeting.  We will  update the  measures to  be taken  as needed according to the
overall situation and possible societal restrictions at the time of the meeting.

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. The approval of the 2019 annual report of AS Ekspress Grupp.
     2. The approval of the proposal for distribution of profits.
     3. Election of the member of the Supervisory Board.
     4. Remuneration of the member of the Supervisory Board.
     5. Appointing the auditor for auditing the financial years covering the
        period from 01.01.2020 - 31.12.2023.
     6. Amendment of the Articles of Association.

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

1. The approval of the 2019 annual report of AS Ekspress Grupp.

To  approve the 2019 annual report  of AS Ekspress Grupp  for the financial year
from 1(st) of January 2019 to 31(st) of December 2019.

2. The approval of the proposal for distribution of profits.

To approve the Profit Distribution Proposal for 2019. To distribute total 1 394
thousand  euros as follows: to increase  statutory reserve by 70 thousand euros;
the remaining 1 324 thousand euros to be allocated to the retained earnings.

3. Election of the member of the Supervisory Board.

To  elect  Priit  Rohumaa  (personal  code  37504030225) as  the  Member  of the
Supervisory Board for the five years until 16.06.2025.

4. Remuneration of the member of the Supervisory Board.

To  remunerate Priit Rohumaa as follows: the  monthly remuneration to be paid is
1000 euros.

5. Appointing the auditor for auditing the financial years covering the period
from 01.01.2020 - 31.12.2023.

To  appoint KPMG Baltics OÜ (registry code  10096082) to serve as the auditor of
AS Ekspress Grupp for the period 01.01.2020 - 31.12.2023 and to pay to the audit
firm for auditing as per contract to be entered into with KPMG Baltics OÜ.

6. Amendment of the Articles of Association

To amend the Articles of Association as follows:

 1. To consider clause 2.2 to be correct as follows:

2.2. The  Company has one class  of registered shares with  the nominal value of
EUR 0.60. Every share grants one vote at the general meeting.

 1. To delete former clause 2.4.
 2. To add clause 2.5 and 2.7 as follows:

2.5. The  Company may  issue, for  a conditional  increase of the share capital,
bonds  by a  resolution of  the general  meeting, the  holders of which have the
right to convert their bonds to shares (convertible bond).

2.7. The  equity  of  the  Company  shall  also include a voluntary reserve. The
voluntary  reserve shall  be formed  from the  contributions of shareholders and
other  persons. Contributions and other allocations to the voluntary reserve may
be  made in cash and other assets.  Contributions and other allocations shall be
made  pursuant  to  the  resolution  of  the  general meeting. Payments from the
voluntary  reserve may be made to the shareholders pursuant to the resolution of
the  general meeting according to the number of shares held by the shareholders.
Payments  may be  made if  it does  not result  in the  net assets of the public
limited  company falling  below the  amount of  the share  capital and the legal
reserve.  Interest shall neither  be calculated nor  paid from the contributions
made to the voluntary reserve.

 1. To delete former clauses 4.6 and 4.7.
 2. To change clause 5.6 and consider it right as follows:

5.6. A  resolution of the  Supervisory Board shall  be considered as adopted, if
more  than one-half of the members of the Supervisory Board participating in the
voting  vote in favour. The Supervisory Board has the right to adopt resolutions
without  calling a meeting either  by e-mail voting or  by a written decision. A
member  of the Supervisory Board shall not  take part in voting, if the decision
to  be  voted  on  concerns  the  granting  of  consent  for the conclusion of a
transaction  between the member of the Supervisory  Board and the Company or the
granting  of consent for the conclusion of  a transaction between a third person
and the Company, if the interests of the member of the Supervisory Board arising
from the transaction are in conflict with the interests of the Company.

 1. To change clauses 5.8.5-5.8.8 and consider them right as follows:

5.8.5. the making of investments exceeding a prescribed sum expenditure for the
financial year;
5.8.6. the taking of loans or any other debt obligations exceeding a prescribed
sum for the financial year;
5.8.7. the granting of loans or the securing of debt obligations if this is
beyond the scope of everyday economic activities, except the granting and
securing of loans inside the group;
5.8.8. the transfer or encumbrance of immovable property or movable property
subject to entry into the register.

 1. To amend section 7 and consider it right as follows:

7. REPORTING

7.1. The financial year of the Company begins on 1 January and ends on 31
December.
7.2. The Management Board shall prepare an annual report and shall present it
with the auditor's report to the Supervisory Board and to the general meeting.
7.3. The Supervisory Board shall review the annual report and prepare a written
statement, which shall be presented to the general meeting. In the said
statement, the Supervisory Board shall indicate whether it approves the annual
report prepared by the Management Board. The statement shall also contain
information concerning the activities of the Supervisory Board in the
organisation and management of the operations of the Company.
7.4. The annual report shall be approved by the general meeting.


The circle of shareholders entitled to attend the Annual General Meeting will be
determined  seven days prior to the General Meeting, i.e. on 9(th) June, 2020 at
the end of the working day of the settlement system.

All  documents concerning the  Annual 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)  and on  the website of
Nasdaq        Baltic       stock       exchange       (https://nasdaqbaltic.com/
(https://www.globenewswire.com/Tracker?data=LkCE02RXdFwE9joK6UO3K9ie4IocDSdwC7h_
l0qVN05TDLqRFzOX-n6V7G14FVs5mCXcekLzvlj_SfEi1R6SEB4uVu7NHaN5n8zEH8BupNE=)).

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 13(th) June, 2020, 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 1(st) June, 2020, by
submitting    it    in    writing    to    e-mail    address:   [email protected]
(mailto:[email protected]).

As at 22(nd) May, 2020, 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  Annual  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 16(th)
June,  2020 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).  It is  possible to  vote at  the general  meeting using
electronical  means  prior  to  the  general  meeting  in  accordance  with  the
electronic voting procedure approved by the Management Board. It is not possible
to vote at the general 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 media group in the Baltic States whose key
activities include web media content production, publishing of newspapers and
magazines and provision of printing services in Estonia, Latvia and Lithuania.
The Group also manages the electronic ticket sales platform and ticket sales
sites in Latvia. Ekspress Grupp that launched its operations in 1989 employs
almost 1700 people, owns leading web media portals in the Baltic States and
publishes the most popular daily and weekly newspapers as well as the majority
of the most popular magazines in Estonia.