Notice of adoption of resolutions of shareholders of AS Ekspress Grupp without convening an extraordinary general meeting
February 08 2024 - 2:30AM
UK Regulatory
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 § 2991 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 § 2991 (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.
The management board of AS Ekspress Grupp
submits the following draft resolutions to the
shareholders.
1. Amendment of the share option
program approved on 29.09.2020
To amend the point 6 of the share option program
approved on 29.09.2020 and to phrase it as follows:
The vesting period of the Options shall be
three years from the original vesting date of the Options, to be
laid down in the option contract to be entered into with each
Option Holder. The share acquisition price that the Option Holder
pays upon subscription for the Shares shall be the nominal value of
the Shares at the time of the issue of the Options.
The exercise of the Options and issuance of
the Shares shall be performed by transferring Ekspress Grupp’s own
shares to the option holder and/or by an increasing of the share
capital of EG and issuing of new shares to the option holder. For
the new shares to be issued, the pre-emption right of the current
shareholders shall be precluded pursuant to § 345 (1) of the
Commercial Code. New shares shall be listed in accordance with the
applicable rules and procedures.
2. Preclusion of the shareholders’ preferential right
to subscribe shares with regard to the shares to be issued for
implementation of the 29.09.2020 share option program
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.
3. Amendment of Articles of
Association
To amend clause 5.9 of the Articles of
Association and to confirm it in the new wording as follows:
The Supervisory Board shall have the right,
during a period of three years from the moment of entry into force
of this wording of the Articles of Association, to increase the
share capital up to EUR 160,000 (one hundred and sixty
thousand).
4. Option pricing
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).
Organisational issues
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.
-
The voting ballot must be filled in and signed either digitally or
by hand on paper.
-
If the ballot is filled in and signed by hand on paper, the ballot
must be scanned and forwarded by e-mail together with a copy of an
identification document (e.g. passport or identity card/ID-card) of
the shareholder or the shareholder’s representative, or a copy of
the page of the identification document containing personal data
(among else, the copy needs to display the expiration date and the
person’s specimen signature) in order to enable identification of
the shareholder.
-
If the ballot is filled in and signed digitally, no additional
documents need to be presented to enable identification of the
shareholder, if identification is possible using the digital
signature itself (e.g. signing the ballot with Estonian ID-card,
mobile-ID or smart-ID).
-
Representative of a natural person-shareholder must also forward a
suitably prepared power of attorney either in Estonian or in
English in a format which can be reproduced in writing.
-
A legal representative of a legal person-shareholder must also
forward an excerpt from an appropriate (business) register where
the legal person is registered, which identifies the individual’s
right to represent the shareholder (legal representation). A legal
person shareholder who is registered in the Estonian Commercial
Register does not have to submit an excerpt from the register. If
the type of representation is other than legal representation, a
suitably prepared power of attorney in Estonian or in English must
also be submitted in a format which can be reproduced in writing,
in addition to the excerpt from a register. In the case of legal
persons registered in a foreign country, the extract from the
register must be legalised or certified by an apostil, unless
stipulated otherwise in international agreements. If the excerpts
from a register are in a language other than Estonian or English,
translations to either Estonian or English by a sworn translator or
an official equated to a sworn translator must be provided. AS
Ekspress Grupp may also deem the shareholder’s voting right to be
proven 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.
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.
Documents related to the resolutions
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.
- EG_draft resolutions_ENG 2024 03 04
- EG põhikiri ENG 2024 03 04
- Clarification of the agenda item 2
- Voting ballot 2024 03 04
- Power of Attorney - 04 03 2024
- Withdrawal of POA - 04 03 2024
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