April 8, 2022 AS Ekspress Grupp published a notice on the convening of a Annual general meeting of shareholders.
In accordance with paragraph 293 (2) of the Commercial Code, the Management Board of AS Ekspress Grupp adds items 7 and 8 to the agenda of the Annual General Meeting to be held on May 2, 2022 as well as the draft resolutions following:
7. Election of the member of the Supervisory Board
Elect Triin Hertmann (personal code 48007170229) as member of the supervisory board for the five years until May 2, 2027.
8. Remuneration of the member of the Supervisory Board
Remunerate Triin Hertmann as follows: a monthly remuneration of 1,350 euros (gross) to be paid.
In addition, management announces changes to the wording of item 3 of the previously announced agenda. On April 14, 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 May 2, 2022 in accordance with § 2931 (4) of the Commercial Code which aims to increase the price of the repurchased share from 1.80 euro to 1.90 euro. Therefore, point 3 as well as the draft resolution should be considered correct as follows:
3. Determine the acquisition of own shares of AS Ekspress Grupp and set the terms of the share buyback program
3.1. Approve the AS Ekspress Grupp own share buyback program under the following conditions:
- AS Ekspress Grupp will have the right to buy back a maximum of 2,500,000 own shares without the total amount of the nominal value of own shares held by the company being able to exceed 1/10 of its share capital.
- AS Ekspress Grupp will have the right to buy back its own shares in one or more transactions via buy-back offer(s) addressed to all shareholders within 12 months from the date of adoption of this decision.
- The minimum amount to be paid for own shares will be EUR 0.60 per share and the maximum amount per share will be the closing price on the Nasdaq Tallinn Stock Exchange plus 20% but not more than EUR 1.90 per share on the day trading prior to the announcement of each respective redemption. The total amount of shares to be repurchased pursuant to this decision may not exceed a maximum of 2 million euros. The acquisition of shares may not lead to a reduction in net assets below the total amount of share capital and reserves, the payment of which to shareholders is not authorized by law or the articles of association.
- The purpose of buying back shares is to use attractive market conditions to create value for shareholders. The repurchased shares will then be canceled or used for other purposes (eg sale or use of shares for the options program).
3.2. In accordance with this decision and the applicable legal acts, authorize the Management Board to decide and carry out the buyback of shares, set the buyback price, the procedure and other conditions as well as perform all other necessary due diligence.
The completed ballot and the draft resolutions are attached to this press release. All documents relating to the Annual General Meeting of Shareholders of AS Ekspress Grupp, including the draft resolutions, are available on the home page of the AS Ekspress group.
AS Ekspress Group
Chairman of the Board
+372 512 2591
AS Ekspress Group is the leading Baltic media group whose main activities include the production of web-based multimedia content, publishing of newspapers, magazines and books. The Group also operates an e-ticket sales platform and ticket sales sites in Estonia and Latvia. Ekspress Grupp, which started operations in 1989, employs over 1400 people, has 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.
EG_draft resolutions_FRA 2022 05 02 (updated 18.04.2022)
Ballot 2022 05 02 (updated 18.04.2022)