Börsiteade

Pealkiri

Notice on convening the annual general meeting of Aktsiaselts Ekspress Grupp

Teade

Notice  is hereby given that the  Management Board of Aktsiaselts Ekspress Grupp
(registry code 10004677, official address Narva mnt 13, 10151 Tallinn, ?Ekspress
Grupp")  convenes the annual general meeting of shareholders, which will be held
on 1  June 2026 at 10:00 at the seat of  Ekspress Grupp, in the city of Tallinn,
Narva  mnt 13, 4(th) floor. 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 meeting will be determined
seven  days prior to the meeting, i.e. on 25  May 2026 at the end of the working
day of the Nasdaq CSD settlement system.

The  shareholders  who  do  not  participate  in  the meeting in person may vote
electronically  before  the  meeting. In  order  to  promote sustainability, the
Management  Board recommends  voting on  draft resolutions electronically before
the meeting and avoiding travel to and from the meeting.

In  order to vote by  electronic means the shareholders  are to fill in a voting
ballot,  which is attached  to the notice  on convening the  meeting both on the
website  of  Nasdaq  (https://nasdaqbaltic.com/statistics/en/news)  Baltic Stock
Exchange as   well   as   of Ekspress   Grupp   (https://www.egrupp.ee/en/about-
group/management/general-meeting-of-shareholders/).  The filled-in ballot should
be     signed    digitally    and    sent    by    e-mail    to [email protected]
(https://www.globenewswire.com/Tracker?data=nnsC2HK9ZZ9uFplSPYrhqFAeTfBI9XyXxIC0
oEsz35iBN7oP4LR4QM-frEkUs9ppmaMqxqQRiiKOOyIsGQpwaxoO1M8OH__mNu5eLRTdKZ4=) no
later  than  31 May  2026 by  16:00. The  electronic  voting  procedure  is also
attached to the notice on convening the meeting on the aforementioned websites.

HHL  Rühm  Osaühing  (the  "Bidder")  made  a  voluntary takeover bid to all the
shareholders  of Ekspress Grupp  for acquiring all  the shares of Ekspress Grupp
(the  "Shares") not yet in the ownership of the Bidder. The bid commenced on 25
November  2025 and ended on 22 December 2025. The  purchase price offered by the
Bidder  within the Bid was  EUR 1.25 per one Share.  Within the framework of the
Bid,  the shareholders participating in the Bid decided to sell to the Bidder in
total  6,982,181 Shares, which  corresponds to  approximately 22.55% of  all the
Shares.  As of 27 April 2026, the  Bidder owns 29,757,623 Ekspress Grupp shares,
i.e. in total 96.1185% of all shares of Ekspress Grupp.

In  accordance with § 363(1) of the Commercial Code, the Bidder submitted on 27
April  2026 a request  to the  Management Board  of Ekspress  Grupp to convene a
general  meeting of the shareholders  in order to decide  on the takeover of the
shares  held by minority shareholders in Ekspress Grupp for fair compensation in
accordance with § 363(1) of the Commercial Code.

The Management Board of Ekspress Grupp resolved to include the draft resolutions
on  the agenda of the  annual general meeting of  shareholders and to convene an
annual  general meeting. Pursuant to the request  of the Bidder, agenda items 1
and 2 were added and the agenda of the general meeting is as follows:

 1. Takeover of the Shares held by Minority Shareholders for monetary
    compensation
 2. Termination of trading with the Shares of Ekspress Grupp on Nasdaq Tallinn
    Stock Exchange
 3. Approval of the annual report of Ekspress Grupp for the financial year 2025
    and the proposal for the distribution of profit

The  Bidder requested the Management Board  to submit the following proposals to
the  shareholders  of  Ekspress  Grupp  regarding  agenda  items 1 and 2 and the
Management Board submitted the annual report for approval to the shareholders of
Ekspress  Grupp (agenda  item 3). The  draft resolutions  to be  voted on at the
general meeting are the following:

RESOLUTION  No. 1 -  Takeover of  the Shares  held by  Minority Shareholders for
monetary compensation

To  approve and carry out the takeover by the main shareholder of Ekspress Grupp
HHL Rühm Osaühing (registry code 10743222, address Parda tn 6, 10151 Tallinn) of
the  shares of  Ekspress Grupp  held by  the remaining  shareholders of Ekspress
Grupp  (the "Minority Shareholders") in accordance with § 363(1) and § 363(7) of
the Commercial Code under the following conditions:

  i. the compensation to be paid to the Minority Shareholders is EUR 1.26 for
     each share taken over;
 ii. the transfer of the shares to be taken over from the Minority Shareholders
     to HHL Rühm Osaühing and the transfer of the compensation to the Minority
     Shareholders will be organized by the Estonian Register of Securities
     ("ERS") on the basis of an application by the Management Board of Ekspress
     Grupp. The Management Board shall submit the application to ERS within one
     month from the adoption of this resolution. The compensation shall be paid
     to the Minority Shareholders simultaneously with the transfer of the shares
     to be taken over to HHL Rühm Osaühing.

RESOLUTION  No. 2 - Termination of trading with  the Shares of Ekspress Grupp on
Nasdaq Tallinn Stock Exchange

To  terminate the trading with  the shares of Ekspress  Grupp on the Baltic main
list  of Nasdaq Tallinn Stock Exchange and to submit a respective application to
the Listing and Surveillance Committee of the Nasdaq Tallinn Stock Exchange.

RESOLUTION  No. 3 -  Approval of  the annual  report of  Ekspress Grupp  for the
financial year 2025 and the proposal for the distribution of profit

To  approve the annual report of Ekspress Grupp for the financial year 1 January
2025 - 31 December 2025 and the proposal for the distribution of profit.

To distribute EUR 1.031 million as follows:

  * to increase the statutory reserve by EUR 0.003 million;
  * to allocate the remaining EUR 1.028 million to the retained earnings.

All  documents concerning the general meeting of shareholders of Ekspress Grupp,
including  the  2023-2025 annual  reports,  the  takeover  report  and auditor´s
report,  are available  on the  website (https://www.egrupp.ee/en/)  of Ekspress
Grupp. The referred documents are also available to the shareholders at the seat
of Ekspress Grupp.

Shareholders  whose  shares  represent  at  least  1/20 of the share capital may
submit  a draft  resolution on  each item  on the  agenda to  the public limited
company at least three days prior to the meeting, by submitting it in writing to
the e-mail address [email protected] (mailto:[email protected]).

Shareholders  whose  shares  represent  at  least  1/20 of the share capital may
request  that additional  items be  added to  the agenda  of the  annual general
meeting,  provided that such a request is submitted no later than 15 days before
the  general  meeting,  by  submitting  it  in  writing  to  the  e-mail address
[email protected]
(https://www.globenewswire.com/Tracker?data='nnsC2HK9ZZ9uFplSPYrhqGYgMP7ONfAfrn8
QaeravJppFje7Gz2NO5hDX4Bz9FhY8OSU7RgL8c28zlFITrVYgwBZH9FekOGKZukgsQcOrTU=').

As at 27 April 2026, the share capital of Ekspress Grupp is 18,575,605.20 euros.
The total number of shares is 30,959,342, with each share granting one vote. The
right to vote is not granted to Ekspress Grupp's 3,030 own shares.

For  the registration of participants of the general meeting of shareholders, we
kindly ask:

  * shareholders who are natural persons to submit an identity document;
    representatives of shareholders who are natural persons to submit an
    identity document and a written document certifying their authorisation;
  * legal representatives of shareholders who are legal persons to submit an
    identity document; the authorised representative should also submit a valid
    written authorisation document. Shareholders registered in a foreign country
    should submit a valid extract from the relevant register where the legal
    person is registered and from which the representative's right to represent
    the shareholder arises. The extract from the register of the foreign
    shareholder and power of attorney of the representative must be legalised or
    certified by an apostille, unless stipulated otherwise in international
    agreements. 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 of the withdrawal of any previously given authorisations of
a  representative via e-mail to [email protected] (mailto:[email protected]) or by
delivering the aforementioned document(s) to the seat of Ekspress Grupp at Narva
mnt  13, Tallinn, 2nd floor (on  business days from  10:00 to 16:00) by 16:00 on
31 May  2026 at the  latest, using  the templates  available on  the homepage of
Ekspress  Grupp (www.egrupp.ee  (http://www.egrupp.ee)). It  is possible to vote
electronically  prior to the  general meeting in  accordance with the electronic
voting procedure. It is not possible to vote at the general meeting by mail.

Additional information
Rain Sarapuu
CFO of the Group
[email protected] (mailto:[email protected])

AS Ekspress Grupp is the leading Baltic media group whose key activities include
web media content production, and publishing of newspapers, magazines and books.
The Group also operates an electronic ticket sales platform and ticket sales
offices in Latvia and Estonia, offers digital outdoor screen service in Estonia
and Latvia. In addition, the Group companies organize conferences, trainings and
events mainly in Estonia and Lithuania but also in Latvia. Ekspress Grupp
launched its operations in 1989 and employs about 1000 people.