Supplement to the agenda of the Annual General Meeting of AS Ekspress Grupp to be held on 2 May 2022 and amendment of a previously announced draft resolution

8 April 2022 AS Ekspress Grupp released a notice on convening an Annual General Meeting of Shareholders.

According to the Commercial Code paragraph 293 (2), the Management Board of AS Ekspress Grupp is adding items 7 and 8 to the agenda of the Annual General Meeting to be held on 2 May 2022 together with the draft resolutions as following:

7. Election of the member of the Supervisory Board

To elect Triin Hertmann (personal code 48007170229) as the Member of the Supervisory Board for the five years until 2 May 2027.

8. Remuneration of the member of the Supervisory Board

To remunerate Triin Hertmann as follows: a monthly remuneration of 1,350 euros (gross) to be paid.

 

In addition, the management is declaring the change in the wording of the previously announced agenda item 3. On 14 April 2022, the shareholders Hans Luik and OÜ HHL Rühm submitted a draft resolution on item 3 of the agenda of the annual general meeting to be held on 2 May 2022 pursuant to § 2931 (4) of the Commercial Code, which seeks to increase the bought back share price from 1.80 euros to 1.90 euros. Therefore, item 3 together with the draft resolution, should be considered correct as follows:

3. Determining the acquisition of AS Ekspress Grupp’s own shares and laying down the terms of the share buyback program3.1. Approve the share buyback program of AS Ekspress Grupp’s own shares under the following terms:

  • AS Ekspress Grupp shall have the right to buy back a maximum of 2 500 000 own shares whereby the total amount of the nominal value of the treasury shares owned by the company may not exceed 1/10 of its share capital.
  • AS Ekspress Grupp shall have the right to buy back its own shares in one or multiple transactions via buyback offer(s) targeted at all shareholders within 12 months from the date of adoption of this decision.
  • The minimum amount to be paid for its own shares shall be EUR 0.60 per share and the maximum amount per share shall be the closing price on the Nasdaq Tallinn Stock Exchange plus 20% but not more than EUR 1.90 per share at the trading day preceding the announcement of each respective buyback. The total amount payable for the shares to be bought back pursuant to this decision shall be up to EUR 2 million at most. The acquisition of the shares may not lead to a reduction in net assets below the total amount of share capital and reserves, the payment of which to the shareholders is not be permitted under law or the articles of association.
  • The purpose of the share buyback is to use the attractive market conditions in order to create value for the shareholders. The shares bought back will thereafter be cancelled or used for other purposes (e.g. sale or use of shares for the option program).

3.2. In accordance with this decision and applicable legal acts, authorise the Management Board to decide and carry out the share buyback, determine the share buyback price, procedure and other conditions as well as perform all other necessary procedures.

The supplemented voting ballot and draft resolutions are attached to this announcement. All documents concerning the Annual General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, are available on the homepage of AS Ekspress Grupp.

Mari-Liis Rüütsalu AS Ekspress GruppChairman 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, publishing of newspapers, magazines and books. The Group also operates an electronic ticket sales platform and ticket sales sites in Estonia and Latvia. Ekspress Grupp that launched its operations in 1989 employs more than 1400 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.

Attachments

  • EG_draft resolutions_ENG 2022 05 02 (updated 18.04.2022)
  • Voting ballot 2022 05 02 (updated 18.04.2022)
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