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Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp

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Tallinn, Estonia, 2012-05-04 15:29 CEST (GLOBE NEWSWIRE) --


On 4 May 2012, the  Annual General Meeting of the Shareholders of AS  Ekspress
Grupp was held in Tallinn, Narva mnt 11E. 

Out of 29 796 841 votes 22 021 260 votes were represented at the Meeting, i.e.
73.90% of the votes. 

Pursuant to § 303 (1) of the Commercial Code, Hans Luik’s votes were not taken
into account in voting for the 5th agenda item. 



The General Meeting of the Shareholders of AS Ekspress Grupp adopted the
following resolutions: 

  1. Approval of the Annual Report for the Financial Year 1 January 2011 - 31
     December 2011

By 22 021 260  votes, i.e. 100% of the votes in favour, to approve the Annual
Report for the Financial Year 1 January 2011 - 31 December 2011 of AS Ekspress
Grupp presented by the Management Board. 

  1. Approval of the 2011 Profit Distribution Proposal presented by the
     Management Board

By 22 021 259 votes, i.e. 100% of the votes in favour, to approve the Profit
Distribution Proposal presented by the Management Board, according to which the
legal reserve will be increased by 84 thousand Euros from the 2011 net profit,
which is 1683 thousand Euros, and 1599 thousand Euros will be allocated to the
retained earnings of the previous periods. No dividends to be paid to the
shareholders. 

  1.  Extension of the authority granted to a Member of the Supervisory Board

By 22 021 260 votes, i.e. 100% of the votes in favour, to extend the authority
of Harri Helmer Roschier (born 11 February 1957) as the Member of the
Supervisory Board. 

  1. Appointment of the auditor and establishment of the procedure of payment

By 22 021 260 votes, i.e. 100% of the votes in favour, to appoint the audit
firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of
AS Ekspress Grupp for the financial year 1 January 2012 - 31 December 2012
(consent appended hereto). The auditing services shall be paid for on the basis
of the contract to be signed with the audit firm. 

     5.  Approval of the transaction with the Member of the Supervisory Board

By 14 057 953 votes, i.e. 100% of the votes in favour, to authorise the
Management Board to conclude a transaction with the Member of the Supervisory
Board Hans Luik. The transaction consists of Hans Luik’s toleration of
restriction of transfer arising from current and/or future loan agreements
concluded by AS Ekspress Grupp and/or surety by Hans Luik to secure AS Ekspress
Grupp’s obligations and paying Hans Luik fee for the afore-mentioned in the
amount of 1.5 % a year of the obligation taken by Hans Luik until expiry of the
respective restriction and/or security considering that the maximum amount of
the fee payable to Hans Luik for tolerating the restriction of transfer and/or 
for the security is not more than 1.5% a year of EUR 4 million. 

      6.  Removal of the Member of the Supervisory Board

By 22 021 259 votes, i.e. 100% of the votes in favour, to remove Antti Mikael
Partanen, born on 13 May 1969, from the Supervisory Board. 

      7.  Election of the Member of the Supervisory Board

By 22 021 260 votes, i.e. 100% of the votes in favour, to elect Kari Sakari
Salonen, born on 11 February 1960, as an additional Supervisory Board member. 








         Additional information:
         Gunnar Kobin
         Chairman of the Management Board
         GSM: +372 5188111
         e-mail: [email protected]