Börsiteade

Pealkiri

Withdrawal of the notice to convene Extraordinary General Meeting of Shareholders and announcement of new notice to convene Extraordinary General Meeting.

Teade

Pursuant to the mistakes related to the observance of the order for the calling
of the meeting in the announcement calling the Extraordinary General Meeting of
AS Ekspress Grupp, published on 7 January 2010 (the time for the Extraordinary
General Meeting was wrongfully specified as 28 January 2010, which did not
leave the legally required period of three weeks between the publication of the
announcement and the time of the meeting), the management board of AS Ekspress
Grupp hereby cancels said announcement and hereby publishes the new
announcement calling the Extraordinary General Meeting. 

The management board of AS Ekspress Grupp (registry code 10004677, address
Narva mnt 11E, 10151 Tallinn) calls the Extraordinary General Meeting of
Shareholders on 9 February 2010 at 12.00. 
The meeting will be held in Tallinn, in the conference hall of the Radisson BLU
Hotel Tallinn (Rävala pst 3) named Hansa, which is located on the 1st floor of
the hotel. The extraordinary general meeting is called in order to increase the
share capital for increasing the liquidity of the company, make changes in the
membership of the Supervisory Board and renew the authorisations of a member of
the Supervisory Board. 
The list of the voting shareholders who have right to attend the Extraordinary
General Meeting of Shareholders shall be determined on 2 February 2010 at
23.59. Registration for the meeting shall be open on the day of the meeting, at
11.30, at the place of the meeting. To register, please take a personal
identification document with you. If a shareholder participates in the General
Meeting of Shareholders through a representative, they must notify AS Ekspress
Grupp of the appointment of the representative (and the withdrawal of the
authorisation from the representative) either in writing or electronically, and
in case of electronic notification, the respective document must be signed
digitally. The legal representative of a legal person registered abroad must
have a statement from the respective register in which the legal person is
registered and which shows their right of representation. If it is not a legal
representative of the legal person registered abroad, a written authorisation
must be presented in addition to a statement from the register. The documents
of a legal person registered abroad must be legalised or certified with an
apostil. 

According to the resolution of the Supervisory Board of AS Ekspress Grupp from
4 January 2010, the agenda of the General Meeting shall be as follows: 

1.	Increase of share capital 
2.	Removal of Supervisory Board members 
3.	Renewal of the authorisations of Supervisory Board members
4.	Election of Supervisory Board members

The Supervisory Board of AS Ekspress Grupp shall make the following proposals
to the shareholders: 

1.	Increase of share capital
To ensure the better liquidity of the companies of AS Ekspress Grupp and
successfully restructure the companies of AS Ekspress Grupp, the Supervisory
Board of AS Ekspress Grupp proposes the increase of the share capital of AS
Ekspress Grupp by way of monetary and non-monetary contributions on the
following terms and conditions: 

(i)	To issue 8 896 800 new shares with the nominal value of EEK 10 per share.
As a result of the increase of share capital, the new size of share capital is
EEK 297 456 410. 

(ii)	Upon the increase of share capital, the right to subscribe about 6 250 000
new shares to be given to existing shareholders of AS Ekspress Grupp and to any
other interested party. Grant the existing shareholders a pre-emptive
subscription right to subscribe about 1 562 000 shares according to the
provisions of clause 1. (v) of the present resolution and rule out the
pre-emptive subscription right of the existing shareholders in the part
exceeding it. The reason for such restriction on the use of the pre-emptive
right for shares is the goal of AS Ekspress Grupp to involve new investors in
the circle of shareholders. Grant the pre-emptive right to subscribe shares
according to the present clause to the shareholders who as at 8 February 2010
at 23.59 are entered in the list of shareholders. 

(iii)	About 2 646 800 new shares shall be offered directly, in the manner of
that existing shareholders shall not have pre-emptive right to subscribe new
shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The
deadline for the submission of a relevant declaration of intention is two weeks
as of the adoption of the decision to increase share capital. Shares subscribed
in the course of private placement shall be paid for in the form of a
non-monetary contribution by settling the claims arising from the loan contract
and bonds on 4 March 2010 at 14.00 at the latest. 

(iv)	The subscription of new shares referred to in clause 1. (ii) shall begin
on 15 February 2010 on the precondition that the Financial Supervisory
Authority has approved the public offer prospectus of AS Ekspress Grupp and it
shall take place in two weeks as of the beginning of subscription, i.e.,
presumably until 1 March 2010. If the Financial Supervisory Authority has not
approved the public offering prospectus by the designated date, AS Ekspress
Grupp shall inform of the schedule of the subscription period in the same
manner as this notice to convene Extraordinary General Meeting of Shareholders
was published. The Management Board of AS Ekspress Grupp shall be granted the
right to extend the deadline for subscription and cancel the shares that have
not been subscribed during the subscription period. The Management Board may
execute aforementioned rights within 15 days as of the end of the subscription
period. No additional shares shall be issued at oversubscription. 

(v)	Grant existing shareholders one subscription right per each existing share
in the framework of the planned public issue of shares. For exercising the
pre-emptive right to subscribe shares in the framework of a public offering, 4
subscription rights are needed per each new share. The exact principles for the
allocation of new shares shall be stipulated in the prospectus of AS Ekspress
Grupp, which shall also specify where and how applications can be submitted for
the subscription of shares. 

(vi)	To issue all new shares with a nominal value of EEK 10 and an issue
premium of a minimum of EEK 3.77 per share, and the Supervisory Board may
determine a higher issue premium until the beginning of subscription. 

(vii)	Publicly offered shares shall be paid for by way of a monetary
contribution whereby the due date of payment shall be 4 March 2010 at 14.00. 

(viii)	New shares shall grant the shareholder a right to receive dividends for
the financial year that began on 1 January 2009 if the payment of dividends is
decided upon. 

2.	Removal of Supervisory Board members 

Remove the Supervisory Board members Kalle Norberg, personal identification
code 36605102722, and Harmo Värk, personal identification code 36308250347. 

3.	Renewal of the authorisations of Supervisory Board members

Renew the authorisations of current Supervisory Board member Hans Luik,
personal identification code 36103200263, by 5 years. 

4.	Election of Supervisory Board members

Elect Aavo Kokk, personal identification code 36410042742, place of residence
Tallinn, as a new Supervisory Board member. At present, the Supervisory Board
of the Company comprises 6 members. 
The shareholders whose shares represent at least 1/20 of the share capital may
submit draft resolutions regarding each item on the agenda within three days at
the latest prior to the General Meeting, i.e., 6 February 2010, by sending
those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn
10151. 

Any questions concerning the items on the agenda of the General Meeting can be
sent to the e-mail address gunnar@egrupp.ee. The relevant materials concerning
the Extraordinary General Meeting of Shareholders are available on the website
of the company on the Internet at www.egrupp.ee. 

Additional information concerning the Extraordinary General Meeting of
Shareholders of AS Ekspress Grupp - draft resolutions. 

9 February 2010
Agenda of the Extraordinary General Meeting of Shareholders shall be as
follows: 

5.	Increase of share capital 
6.	Removal of Supervisory Board members 
7.	Renewal of the authorisations of Supervisory Board members
8.	Election of Supervisory Board members

AS EKSPRESS GRUPP
Extraordinary General Meeting of Shareholders 

DECISION no 1 (draft)

Tallinn, 9 February 2010

Pursuant to clause 298(1)2) and subsection 345(1) and (4) and subsection 347(3)
of the Estonian Commercial Code, the General Meeting decides: 

To increase the share capital of AS Ekspress Grupp by way of monetary and
non-monetary contributions on the following terms and conditions: 


(ix)	To issue 8 896 800 new shares with the nominal value of EEK 10 per share.
As a result of the increase of share capital, the new size of share capital is
EEK 297 456 410. 

(x)	Upon the increase of share capital, the right to subscribe about 6 250 000
new shares to be given to existing shareholders of AS Ekspress Grupp and to any
other interested party. Grant the existing shareholders a pre-emptive
subscription right to subscribe about 1 562 000 shares according to the
provisions of clause (xiii) of the present resolution and rule out the
pre-emptive subscription right of the existing shareholders in the part
exceeding it. The reason for such restriction on the use of the pre-emptive
right for shares is the goal of AS Ekspress Grupp to involve new investors in
the circle of shareholders. Grant the pre-emptive right to subscribe shares
according to the present clause to the shareholders who as at 8 February 2010
at 23.59 are entered in the list of shareholders. 

(xi)	About 2 646 800 new shares shall be offered directly, in the manner of
that existing shareholders shall not have pre-emptive right to subscribe new
shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rühm OÜ. The
deadline for the submission of a relevant declaration of intention is two weeks
as of the adoption of the decision to increase share capital. Shares subscribed
in the course of private placement shall be paid for in the form of a
non-monetary contribution by settling the claims arising from the loan contract
and bonds on 4 March 2010 at 14.00 at the latest. 

(xii)	The subscription of new shares referred to in clause (x) shall begin on
15 February 2010 on the precondition that the Financial Supervisory Authority
has approved the public offer prospectus of AS Ekspress Grupp and it shall take
place in two weeks as of the beginning of subscription, presumably until 1
March 2010 inclusively. If the Financial Supervisory Authority has not approved
the public offering prospectus by the designated date, AS Ekspress Grupp shall
inform of the schedule of the subscription period in the same manner as this
notice to convene Extraordinary General Meeting of Shareholders was published.
The Management Board of AS Ekspress Grupp shall be granted the right to extend
the deadline for subscription and cancel the shares that have not been
subscribed during the subscription period. The Management Board may execute
aforementioned rights within 15 days as of the end of the subscription period.
No additional shares shall be issued at oversubscription. 

(xiii)	Grant existing shareholders one subscription right per each existing
share in the framework of the planned public issue of shares. For exercising
the pre-emptive right to subscribe shares in the framework of a public
offering, 4 subscription rights are needed per each new share. The exact
principles for the allocation of new shares shall be stipulated in the
prospectus of AS Ekspress Grupp, which shall also specify where and how
applications can be submitted for the subscription of shares. 

(xiv)	To issue all new shares with a nominal value of EEK 10 and an issue
premium of a minimum of EEK 3.77 per share, and the Supervisory Board may
determine a higher issue premium until the beginning of subscription. 

(xv)	Publicly offered shares shall be paid for by way of a monetary
contribution whereby the due date of payment shall be 4 March 2010 at 14.00. 

(xvi)	New shares shall grant the shareholder a right to receive dividends for
the financial year that began on 1 January 2009 if the payment of dividends is
decided upon. 

DECISION no 2 (draft)

Tallinn, 9 February 2010

Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General
Meeting decides: 

Remove the Supervisory Board members Kalle Norberg, personal identification
code 36605102722, and Harmo Värk, personal identification code 36308250347. 

DECISION no 3 (draft)

Tallinn, 9 February 2010

Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General
Meeting decides: 

Renew the authorisations of current Supervisory Board member Hans Luik,
personal identification code 36103200263, by 5 years. 

DECISION no 4 (draft)

Tallinn, 9 February 2010

Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General
Meeting decides: 

Elect Aavo Kokk, personal identification code 36410042742, place of residence
Tallinn, as a new Supervisory Board member. At present, the Supervisory Board
of the Company comprises 6 members. 


Additional information:
Gunnar Kobin
Chairman of the Management Board
GSM: +372 5188111
E-mail: gunnar@egrupp.ee