Editoria e Media
Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening an extraordinary general meeting
The Management Board of AS Ekspress Grupp (registry code 10004677, official address Narva mnt 13, Tallinn 10151) proposes to the shareholders to adopt resolutions without convening a meeting in accordance to § 299 of the Commercial Code.
The shareholders have the possibility to vote by e-mail using a voting ballot, which is added this notice on the website of Nasdaq Baltic stock exchange ( https://nasdaqbaltic.com/ ) as well as of Ekspress Grupp homepage ( http://egrupp.ee/en ). The filled in and signed ballot and the documents enabling identification of the shareholder and proof the right of representation shall be sent by e-mail at egrupp@egrupp.ee by no later than 4 March 2024 at 9:00 (Estonian time) in accordance with the procedure specified below. If a shareholder does not give notice of whether he is in favour of or opposed to the resolution during this term, it shall be deemed that the shareholder has voted against the resolution.
The circle of shareholders entitled to adopt the resolutions will be determined seven days prior the term by which shareholders must present their position, i.e. on 26 February, 2024 at the end of the working day of the settlement system. Ekspress Grupp shall disclose the resolutions with a stock exchange announcement and on the company's homepage no later than on 11 March 2024 in accordance with § 299 (6) of the Commercial Code.
As at 8 February, 2024, 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 664,366 own shares.
To amend the point 6 of the share option program approved on 29.09.2020 and to phrase it as follows:
To exclude the shareholders' preferential right to subscribe shares which are issued for the implementation of the share option program approved on 29.09.2020.
To amend clause 5.9 of the Articles of Association and to confirm it in the new wording as follows:
To accept that during the execution of the option program approved on 29.09.2020, the price of own shares to be transferred and the price of shares to be issued shall be the nominal value of the shares valid at the time of the issue of the Options (item 6 of the option program).
Forwarding of the voting ballot and accompanying documents
The filled in and signed voting ballot and accompanying documents must be sent by e-mail to
egrupp@egrupp.ee no later than 4 March 2024 at 9.00.
In order to assign a representative, the shareholder may use the template for power of attorney, which is published on the homepage of AS Ekspress Grupp at www.egrupp.ee .
The draft resolutions and related documents are available on the websites of AS Ekspress Grupp ( www.egrupp.ee ) and Nasdaq Baltic ( https://nasdaqbaltic.com/ ).
Questions related to the resolutions and adoption procedure
Questions related to the resolutions and the adoption procedure may be submitted to e-mail
egrupp@egrupp.ee until the deadline given to the shareholders to present their position. The questions and answers will be disclosed on Ekspress Grupp homepage
www.egrupp.ee .
Mari-Liis Rüütsalu
AS Ekspress Grupp
Chairman of the Management Board
+372 512 2591
mariliis.ryytsalu@egrupp.ee
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 and offers outdoor screen service in Estonia and Latvia. Ekspress Grupp launched its operations in 1989 and employs almost 1100 people.
Attachments
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti