Notice on convening an Annual General Meeting of Shareholders
Notice is hereby given that the Management Board of AS Ekspress Grupp (registry
code 10004677, official address Narva mnt 13, 10151 Tallinn) convenes the Annual
General Meeting of Shareholders (the "Meeting"), which will be held on 23 May
2025 at 10:00 at the seat of AS 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 16 May 2025 at the end of the working
day of the 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 Baltic stock exchange
(https://nasdaqbaltic.com/statistics/en/news) 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] (mailto:[email protected]) no later than on 22 May 2025
by 16:00. The exact procedure of the organisation of the electronic voting is
also attached to the notice on convening the Meeting on the aforementioned
websites.
Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the
Agenda of the Annual General Meeting of Shareholders is as follows:
1. Approval of the 2024 annual report of AS Ekspress Grupp
2. Approval of the proposal for the distribution of profits
3. Extension of the mandate of a Member of the Supervisory Board
4. Election of a member of the Supervisory Board
5. Remuneration of the members of the Supervisory Board
6. Recall of a member of the Supervisory Board
The Management Board and the Supervisory Board of AS Ekspress Grupp make the
following proposals to the shareholders about the items on the agenda.
1. Approval of the 2024 annual report of AS Ekspress Grupp
To approve the 2024 annual report of AS Ekspress Grupp for the financial year
from 1 January 2024 to 31 December 2024.
2. Approval of the proposal for the distribution of profits
To approve the profit distribution proposal for 2024. To distribute EUR 3.25
million as follows:
* to pay dividends 6 (six) euro cents per share in total amount of EUR 1.86
million;
* to increase statutory reserve by EUR 0.13 million;
* the remaining EUR 1.26 million to be allocated to the retained earnings.
Shareholders entered into the share register of AS Ekspress Grupp on 6 June
2025, at the close of the business day of the settlement system, will be
entitled to dividends. The day of change of the rights related to the shares
(ex-date) is on 5 June 2025; from this date onwards, the person acquiring the
shares will not have the right to receive dividends for the financial year
2024. Dividends will be paid to the shareholders on 12 June 2025 to the
shareholder's bank account which is linked to the securities account.
3. Extension of the mandate of a member of the Supervisory Board
To extend the mandate of the Supervisory Board member Priit Rohumaa for five
years, from 17 June 2025 until 16 June 2030.
4. Election of a member of the Supervisory Board
To elect Mr. Ülar Maapalu (personal code 37304142727) as a member of the
Supervisory Board for five years, until 23 May 2030.
5. Remuneration of the members of the Supervisory Board
5.1. To increase the monthly remuneration of Priit Rohumaa, the Chairman of the
Supervisory Board, from EUR 3000 to EUR 4500 (gross).
5.2. To increase the monthly remuneration of Sami Jussi Petteri Seppänen, a
Member of the Supervisory Board, from EUR 1350 to EUR 2000 (gross).
5.3. To pay monthly remuneration of EUR 2000 (gross) to Ülar Maapalu, a Member
of the Supervisory Board.
6. Recall of a member of the Supervisory Board
To recall Triin Hertmann from the Supervisory Board.
All documents concerning the Annual General Meeting of the Shareholders of AS
Ekspress Grupp, including draft resolutions, are available on the homepage
(https://www.egrupp.ee/en/about-group/management/general-meeting-of-
shareholders/) of AS Ekspress Grupp.
At the Meeting, the shareholders are entitled to receive information on the
activities of AS Ekspress Grupp from the Management Board. If the Management
Board of AS Ekspress Grupp refuses to provide information, the shareholders may
demand that the Meeting decides on the legitimacy of their demand, or submit,
within two weeks, an application to a court by way of proceedings on petition to
require the Management Board to provide the information.
Shareholders whose shares represent at least 1/20 of the share capital are
entitled to present a draft resolution on each agenda item to AS Ekspress Grupp
at least three days prior to the Meeting, i.e. until 20 May 2025, 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 are
entitled to request the inclusion of additional items in the agenda of the
Annual General Meeting of AS Ekspress Grupp, provided that the request is
submitted 15 days prior to the General Meeting at the latest, i.e. until 8 May
2025, by submitting it in writing to the e-mail address [email protected]
(mailto:[email protected]).
As at 29 April 2025, the share capital of AS 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 AS Ekspress Grupp's 3,030 own shares.
For the registration of participants of the Annual 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. The shareholder registered in a foreign
country to 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 apostil, unless stipulated otherwise in international
agreements. AS Ekspress Grupp may also register a shareholder who is a legal
person in a foreign country as a participant in the 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 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 AS Ekspress Grupp at
Narva mnt 13, Tallinn, 2(nd) floor (on business days from 10:00 to 16:00) by
16:00 on 22 May 2025 at the latest, using the templates available on the
homepage of AS Ekspress Grupp, www.egrupp.ee (http://www.egrupp.ee). It is
possible to vote at the Meeting by using electronical means prior to the Meeting
in accordance with the electronic voting procedure. It is not possible to vote
at the Meeting by mail.
Mari-Liis Rüütsalu
AS Ekspress Grupp
Chairman of the Management Board
+372 512 2591
[email protected] (mailto:[email protected])
AS Ekspress Grupp is the leading Baltic media group whose key activities include
online media content production, as well as publishing of newspapers, magazines
and books. The Group also operates electronic ticket sales platforms and ticket
sales offices, provides outdoor screen service in Estonia and Latvia, and
organizes conferences, trainings and other events. Ekspress Grupp launched its
operations in 1989 and employs almost 1,100 people.