Editoria e Media
Notice on convening Extraordinary General Meeting of Shareholders
Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) convenes the Extraordinary General Meeting of Shareholders, which will be held on 29 of September, 2020 at 10.00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6 floor. The registration of participants in the Meeting will commence at 9.30 at the location of the Meeting.
The Management Board asks the shareholders to consider that due to the COVID-19 disease caused by the coronavirus it is advisable to minimize the extent of and participation in physical gatherings. Therefore, the Management Board urges the shareholders to vote on the draft resolutions prepared in respect to the items on the agenda of the general meeting using electronic means prior to the general meeting, and not to participate the general meeting in person .
In order to vote using electronic means the shareholders have to fill in a voting ballot – the ballot is attached to the notice on convening the general meeting both on the website of Nasdaq Baltic stock exchange ( https://nasdaqbaltic.com/ ) as well as of Ekspress Grupp ( http://egrupp.ee/en ), and forward it by e-mail to egrupp@egrupp.ee no later than 16.00 on 28 September 2020 either
or
In addition to the voting ballot, the authorized representative of the shareholder has to submit a valid power of attorney in Estonian or in English in a form which can be reproduced in writing. The shareholder may use the template of power of attorney which is available on the homepage of Ekspress Grupp. In the case of a shareholder registered in a foreign country, please present in addition to the voting ballot a copy of the valid extract from the relevant commercial register which shows the representative's right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or an official treated as such.
The exact procedure of the organisation of the electronic voting is also attached to the notice on convening the general meeting on the aforementioned websites.
Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the Agenda of the Extraordinary General Meeting of Shareholders is as follows:
The management board of AS Ekspress Grupp makes the following proposals to the shareholders about the items of the agenda.
To approve the following activities required for the implementation of the option program:
1.1. Ekspress Grupp issues up to 1.3 million new shares with the nominal value of 0.6 euro each share. The shares are issued to the option program organizer chosen by the supervisory board.
1.2. Ekspress Grupp concludes an agreement on organising of the implementation of the option program with a trustworthy third party (option program organizer). Under the agreement the option program organizer obliges to purchase the shares issued for the implementation of the option program and sell these back to Ekspress Grupp for the nominal price of the shares and on the terms agreed upon between the parties.
1.3. To amend point 4.10 of the resolution of AS Ekspress Grupp annual shareholders' general meeting dated 13.06.2017 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 13.06.2017.
To add clause 5.9 to the Articles of Association in the following wording:
To approve the share option program of AS Ekspress Grupp for the period 2021–2023.
The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined seven days prior to the General Meeting, i.e. on 22 September, 2020 at the end of the working day of the settlement system.
All documents concerning the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, are available on the homepage of AS Ekspress Grupp at www.egrupp.ee and on the website of Nasdaq Baltic stock exchange ( https://nasdaqbaltic.com/ ).
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 General Meeting decides on the legitimacy of their demand, or submit, within two weeks, an application to court in 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 3 days prior to the General Meeting, i.e. until 26 September, 2020, by submitting it in writing to e-mail address: egrupp@egrupp.ee .
As at 7 September, 2020, the share capital of AS Ekspress Grupp is 17,878,104.60 euros. The total number of shares is 29,796,841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp's 17,527 own shares.
For the registration of participants in the Extraordinary General Meeting of Shareholders, we kindly ask:
It is not possible to vote at the general meeting by mail.
AS Ekspress Grupp shall reserve the right not to convene the general meeting if it is evident that due to new government restrictions or other reasons the organisation of the meeting is not reasonably practicable.
Mari-Liis Rüütsalu
AS Ekspress Grupp
Chairman of the Management Board
+372 512 2591
mariliis.ryytsalu@egrupp.ee
Attachments
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti