Börsiteade

Pealkiri

Notice on convening an Annual General Meeting of Shareholders

Teade

Notice  is hereby given that the Management Board of AS Ekspress Grupp (registry
code 10004677, official address Narva mnt 13, 10151 Tallinn) convenes the Annual
General  Meeting of  Shareholders, which  will be  held on 2(nd) of May, 2022 at
10:00 at  the  seat  of  AS  Ekspress  Grupp,  in the city of Tallinn, Narva mnt
13, 4(th) floor,  in  the  meeting  room  Eesti  Päevaleht.  The registration of
participants  in  the  Meeting  will  commence  at  9:30 at  the location of the
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 25(th) April, 2022
at the end of the working day of the settlement system.

The  shareholders  who  do  not  participate  in  the meeting in person may vote
electronically before the meeting.

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 29 April 2022 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.

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 2021 annual report of AS Ekspress Grupp
     2. The approval of the proposal for distribution of profits
     3. Determining the acquisition of AS Ekspress Grupp's own shares and laying
        down the terms of the share buyback program
     4. Recall of a Supervisory Board member
     5. Remuneration of the member of the Supervisory Board
     6. The approval of the Remuneration Policy for the Executive Management of
        AS Ekspress Grupp

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

1. The approval of the 2021 annual report of AS Ekspress Grupp

To  approve the 2021 annual report  of AS Ekspress Grupp  for the financial year
from 1(st) of January 2021 to 31(st) of December 2021.

2. The approval of the proposal for distribution of profits

To  approve the Profit  Distribution Proposal for  2021. To distribute total EUR
2.24 million as follows:

  * to increase statutory reserve by EUR 0.11 million;
  * to pay dividends 5 (five) euro cents per share in total amount of EUR 1.52
    million;
  * the remaining EUR 0.61 million to be allocated to the retained earnings.

Shareholders,  entered into  the share  register of  AS Ekspress Grupp on 16 May
2022, at the close of the business of the settlement system, will be entitled to
dividends. The day of change of the rights related to the shares (ex-date) is on
13 May  2022; from this date  onwards, the person  acquiring the shares will not
have  the right to receive dividends. Dividends will be paid to the shareholders
on  20 May  2022 to  the  shareholder's  bank  account,  which  is linked to the
securities account.

3. Determining the acquisition of AS Ekspress Grupp's own shares and laying down
the terms of the share buyback program

3.1. Approve  the share buyback program of  AS Ekspress Grupp's own shares under
the following terms:

  * AS Ekspress Grupp shall have the right to buy back a maximum of 2 500 000
    own shares whereby the total amount of the nominal value of the treasury
    shares owned by the company may not exceed 1/10 of its share capital.
  * AS Ekspress Grupp shall have the right to buy back its own shares in one or
    multiple transactions via buyback offer(s) targeted at all shareholders
    within 12 months from the date of adoption of this decision.
  * The minimum amount to be paid for its own shares shall be EUR 0.60 per share
    and the maximum amount per share shall be the closing price on the Nasdaq
    Tallinn Stock Exchange plus 20% but not more than EUR 1.80 per share at the
    trading day preceding the announcement of each respective buyback. The total
    amount payable for the shares to be bought back pursuant to this decision
    shall be up to EUR 2 million at most. The acquisition of the shares may not
    lead to a reduction in net assets below the total amount of share capital
    and reserves, the payment of which to the shareholders is not be permitted
    under law or the articles of association.
  * The purpose of the share buyback is to use the attractive market conditions
    in order to create value for the shareholders. The shares bought back will
    thereafter be cancelled or used for other purposes (e.g. sale or use of
    shares for the option program).

3.2. In  accordance with this decision and  applicable legal acts, authorise the
Management  Board to decide and carry out the share buyback, determine the share
buyback  price,  procedure  and  other  conditions  as well as perform all other
necessary procedures.

4. Recall of a Supervisory Board member

To recall Mr. Aleksandras ?esnavi?ius from the Supervisory Board.

5. Remuneration of the member of the Supervisory Board

To  remunerate Priit Rohumaa, the Chairman of the Supervisory Board, as follows:
current  monthly remuneration of  EUR 1000 (gross) to  be increased to EUR 3000
(gross) per month.

6. The approval  of the Remuneration  Policy for the  Executive Management of AS
Ekspress Grupp

To  approve the Remuneration Policy for  the Executive Management of AS Ekspress
Grupp.


All  documents concerning the  Annual General Meeting  of the Shareholders of AS
Ekspress  Grupp,  including  draft  resolutions,  are  available on the homepage
(https://www.egrupp.ee/en/about-group/management/general-meeting-of-
shareholders/) of AS Ekspress Grupp.

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  three  days  prior  to  the General Meeting, i.e. until 29(th) April,
2022, 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 17(th) April, 2022,
by    submitting   it   in   writing   to   e-mail   address:   [email protected]
(mailto:[email protected]).

As   at   8(th) April,   2022, the   share  capital  of  AS  Ekspress  Grupp  is
18,478,104.60 euros.  The total number of  shares is 30,796,841, with each share
granting  one vote.  The right  to vote  is not  granted to  AS Ekspress Grupp's
492,128 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 Narva mnt
13, Tallinn,  2(nd) floor  (on  business  days  from 10:00 to 16:00) by 16:00 on
29(th) April,  2022 at the latest, using the templates 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 newspaper,
magazines and books. The Group also manages the electronic ticket sales platform
and ticket sales sites in Latvia and Estonia. Ekspress Grupp that launched its
operations in 1989 employs more than 1,400 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.