Ekspress Grupp
Minutes of extraordinary general meeting

Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp held on 13th of July, 2021

On 13^th of July, 2021, the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda 6.  

Pursuant to § 303 (1) of the Commercial Code, neither Hans Luik nor the companies under his control could not vote in the Extraordinary General Meeting and these votes were not taken into account in determining the representation. Out of 11 732 249 votes with voting rights 7 090 535 votes were represented at the Meeting (60.44%). 

The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.

1. Decide on conclusion of a transaction with the member of the Supervisory Board and determine the terms and conditions of the transaction

1.1.       Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code  10092701) to Trükitung OÜ (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:

• The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;
• EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;
• Ekspress Grupp and Printall will continue their cooperation.

1.2.       The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.
1.3.       Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the sales agreement.

Additional information
Mari-Liis Rüütsalu
Chairman of the Management Board
+372 512 2591
mariliis.ryytsalu@egrupp.ee

AS Ekspress Grupp is the leading media group in the Baltic States whose key activities include web media content production, publishing of newspapers and magazines and provision of printing services in Estonia, Latvia and Lithuania. Ekspress Grupp that launched its operations in 1989 employs almost 1600 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.