Börsiteade

Pealkiri

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

Teade

On 17(th) of June, 2020, the Annual General Meeting of the Shareholders of
AS Ekspress Grupp was held in Tallinn, Parda 6.

Out of 29 796 841 votes 22 933 344 votes were represented at the Meeting, i.e.
77.01% of the votes.


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

1. The approval of the 2019 annual report of AS Ekspress Grupp

To  approve the Annual Report of AS Ekspress Grupp for the financial year 1(st)
of January 2019 - 31(st) of December 2019.

2. The approval of the proposal for distribution of profits

To approve the profit distribution proposal for 2019. To distribute total 1 394
thousand euros as following: to increase statutory reserve by 70 thousand euros;
the remaining 1 324 thousand euros to be allocated to the retained earnings.

3. Election of the Member of the Supervisory Board

To  elect  Priit  Rohumaa  (personal  code  37504030225) as  the  Member  of the
Supervisory Board for the five years until 16.06.2025.

4. Remuneration of the Member of the Supervisory Board

To  remunerate Priit Rohumaa as follows: the  monthly remuneration to be paid is
1000 euros.

5. Appointing the auditor for auditing the financial years covering the period
from 01.01.2020 - 31.12.2023

To  appoint KPMG Baltics OÜ (registry code  10096082) to serve as the auditor of
AS  Ekspress Grupp for the period  01.01.2020-31.12.2023 and to pay to the audit
firm for auditing as per contract to be entered into with KPMG Baltics OÜ.

6. Amendment of the Articles of Association

To amend the Articles of Association as follows:

 1. To consider clause 2.2 to be correct as follows:

2.2. The  Company has one class  of registered shares with  the nominal value of
EUR 0.60. Every share grants one vote at the general meeting.

 1. To delete former clause 2.4.
 2. To add clause 2.5 and 2.7 as follows:

2.5. The  Company may  issue, for  a conditional  increase of the share capital,
bonds  by a  resolution of  the general  meeting, the  holders of which have the
right to convert their bonds to shares (convertible bond).

2.7. The  equity  of  the  Company  shall  also include a voluntary reserve. The
voluntary  reserve shall  be formed  from the  contributions of shareholders and
other  persons. Contributions and other allocations to the voluntary reserve may
be  made in cash and other assets.  Contributions and other allocations shall be
made  pursuant  to  the  resolution  of  the  general meeting. Payments from the
voluntary  reserve may be made to the shareholders pursuant to the resolution of
the  general meeting according to the number of shares held by the shareholders.
Payments  may be  made if  it does  not result  in the  net assets of the public
limited  company falling  below the  amount of  the share  capital and the legal
reserve.  Interest shall neither  be calculated nor  paid from the contributions
made to the voluntary reserve.

 1. To delete former clauses 4.6 and 4.7.
 2. To change clause 5.6 and consider it right as follows:

5.6. A  resolution of the  Supervisory Board shall  be considered as adopted, if
more  than one-half of the members of the Supervisory Board participating in the
voting  vote in favour. The Supervisory Board has the right to adopt resolutions
without  calling a meeting either  by e-mail voting or  by a written decision. A
member  of the Supervisory Board shall not  take part in voting, if the decision
to  be  voted  on  concerns  the  granting  of  consent  for the conclusion of a
transaction  between the member of the Supervisory  Board and the Company or the
granting  of consent for the conclusion of  a transaction between a third person
and the Company, if the interests of the member of the Supervisory Board arising
from the transaction are in conflict with the interests of the Company.

 1. To change clauses 5.8.5-5.8.8 and consider them right as follows:

5.8.5. the making of investments exceeding a prescribed sum expenditure for the
financial year;
5.8.6. the taking of loans or any other debt obligations exceeding a prescribed
sum for the financial year;
5.8.7. the granting of loans or the securing of debt obligations if this is
beyond the scope of everyday economic activities, except the granting and
securing of loans inside the group;
5.8.8. the transfer or encumbrance of immovable property or movable property
subject to entry into the register.

 1. To amend section 7 and consider it right as follows:

7. REPORTING

7.1. The financial year of the Company begins on 1 January and ends on 31
December.
7.2. The Management Board shall prepare an annual report and shall present it
with the auditor's report to the Supervisory Board and to the general meeting.
7.3. The Supervisory Board shall review the annual report and prepare a written
statement, which shall be presented to the general meeting. In the said
statement, the Supervisory Board shall indicate whether it approves the annual
report prepared by the Management Board. The statement shall also contain
information concerning the activities of the Supervisory Board in the
organisation and management of the operations of the Company.
7.4. The annual report shall be approved by the general meeting.


The  presentation  used  by  the  Management  Board  of AS Ekspress Grupp at the
general  meeting of shareholders and the Articles of Association are enclosed to
the current announcement.


 Additional information
 Mari-Liis Rüütsalu
 Chairman of the Management Board
 +372 512 2591
 [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.