Börsiteade

Pealkiri

Notice on convening Extraordinary 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
Extraordinary  General Meeting of Shareholders, which  will be held on 29(th) of
September,  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
disease  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  have 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), and  forward it by e-mail to
[email protected]  (mailto:[email protected]) no later  than 16.00 on 28 September
2020 either

 1. signed digitally

or

 1. scanned with a hand-written signature and with a copy of the personal
    information page of the identical document.

In  addition  to  the  voting  ballot,  the  authorized  representative  of  the
shareholder has to submit a valid power of attorney in Estonian or in English in
a  form which can be reproduced in writing. The shareholder may use the template
of  power of attorney which  is available on the  homepage of Ekspress Grupp. In
the  case of a  shareholder registered in  a foreign country,  please present in
addition  to the  voting ballot  a copy  of the  valid extract from the relevant
commercial  register  which  shows  the  representative's right to represent the
shareholder  (statutory power  of attorney).  The extract  must be in English or
translated into Estonian or English by a sworn translator or an official treated
as such.

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.

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. Implementation of the share option program approved on 13.06.2017 and
        amendment of the shareholders' general meeting resolution adopted on
        13.06.2017
     2. Preclusion of the shareholders' preferential right to subscribe shares
        with regard to the shares to be issued for implementation of the
        13.06.2017 share option program
     3. Amendment of the Articles of Association
     4. Approval of the new share option program

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

1. Implementation  of  the  share  option  program  approved  on  13.06.2017 and
amendment of the shareholders' general meeting resolution adopted on 13.06.2017

To approve the following activities required for the implementation of the
option program:

1.1. Ekspress  Grupp issues up to 1.3 million  new shares with the nominal value
of  0.6 euro each share. The  shares are issued to  the option program organizer
chosen by the supervisory board.

1.2. Ekspress  Grupp concludes an agreement  on organising of the implementation
of the option program with a trustworthy third party (option program organizer).
Under  the agreement the option program organizer obliges to purchase the shares
issued  for the  implementation of  the option  program and  sell these  back to
Ekspress  Grupp for the nominal price of the shares and on the terms agreed upon
between the parties.

1.3. To  amend  point  4.10 of  the  resolution  of  AS  Ekspress  Grupp  annual
shareholders' general meeting dated 13.06.2017 and to phrase it as follows:

4.10. For  implementation of the share option  program the company obtains up to
1.3 million company's own shares from the option program organizer in the period
starting  from the adoption of this resolution until 01.04.2021. The minimum and
maximum  acquisition price of own shares is the nominal price. AS Ekspress Grupp
shall  pay for the shares from assets  exceeding the share capital and the legal
reserve. The shares may not be encumbered with rights of third persons.

2. Preclusion  of the shareholders' preferential  right to subscribe shares with
regard  to the  shares to  be issued  for implementation of the 13.06.2017 share
option program.

To  exclude the shareholders'  preferential right to  subscribe shares which are
issued   for  the  implementation  of  the  share  option  program  approved  on
13.06.2017.

3. Amendment of the Articles of Association.

To add clause 5.9 to the Articles of Association in the following wording:

5.9. The  Supervisory Board shall have the right, during a period of three years
from  the  moment  of  entry  into  force  of  this  wording  of the Articles of
Association,  to  increase  the  share  capital  by  contributions  of up to EUR
780,000 (seven hundred and eighty thousand).

4. Approval of the new share option program.

To  approve  the  share  option  program  of  AS  Ekspress  Grupp for the period
2021-2023.


The  circle of shareholders entitled to attend the Extraordinary General Meeting
will  be determined  seven days  prior to  the General  Meeting, i.e. on 22(nd)
September, 2020 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) 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 26(th) September,
2020, by   submitting   it   in  writing  to  e-mail  address:  [email protected]
(mailto:[email protected]).

As  at  7(th) September,  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  Extraordinary General Meeting of
Shareholders, we kindly ask:

  * The shareholders who are natural persons to present an identity document
    (e.g. passport or ID card) and the representatives of the shareholders who
    are natural persons to submit an identity document and a document in
    Estonian or English in a form which can be reproduced in writing certifying
    their authorisation;
  * The representatives of the shareholders who are foreign legal persons to
    submit a copy of the valid extract from the relevant commercial register
    which shows the representative's right to represent the shareholder
    (statutory power of attorney). The extract must be in English or translated
    into Estonian or English by a sworn translator or an official treated as
    such.
  * The authorised representatives of the shareholders to additionally submit a
    valid document certifying their authorisation in Estonian or English in a
    form which can be reproduced in writing. The shareholders may use the
    template of the power of attorney which is available on the homepage of
    Ekspress Grupp. Before the general meeting, the shareholders may notify of
    appointment of a representative and withdrawal of the power of attorney by
    the person to be represented by e-mail at the address [email protected] or
    have the above document(s) delivered to the office of AS Ekspress Grupp at
    Parda 6, Tallinn 10151, 5th floor (on working days between 10.00 and 16.00)
    no later than 16.00 on 28 September 2020.

It is not possible to vote at the general meeting by mail.

AS Ekspress Grupp shall reserve the right not to convene the general meeting if
it is evident that due to new government restrictions or other reasons the
organisation of the meeting is not reasonably practicable.


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.