Published: 2018-12-20 07:19:58 CET
Ekspress Grupp
Company Announcement

Changes in the structure of the group companies and convening an extraordinary general meeting

AS Ekspress Grupp enters a merge with itself the following subsidiaries: OÜ Ekspress Digital and OÜ Ekspress Finance. The goal of intra-group merger is to increase management efficiency and simplify the group's legal and governance structure.

On December 19, 2018, AS Ekspress Grupp and its 100% subsidiaries, OÜ Ekspress Finance and OÜ Ekspress Digital signed a notarised merger agreement, agreeing that AS Ekspress Grupp as the acquiring company acquires all the assets and liabilities of OÜ Ekspress Finance and OÜ Ekspress Digital. OÜ Ekspress Finance and OÜ Ekspress Digital as merged companies will be liquidated upon the entry into force of the merger. The balance sheet date of the merger, that is, the time from which the transactions of the merging companies are considered on behalf of the acquiring company, is 01.10.2018.

The aforementioned transaction will have no effect on the consolidated profit, assets and liabilities of the AS Ekspress Grupp.

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 22nd January, 2019 at 10:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6th floor.
The registration of participants in the Meeting will commence at 9:30 at the location of the Meeting.

Pursuant to the decision of the Supervisory Board of AS Ekspress Grupp, the Agenda of the Extraordinary General Meeting of Shareholders is as follows:

  1. Approval of the merger agreement between AS Ekspress Grupp, OÜ Ekspress Finance and OÜ Ekspress Digital

The management board of AS Ekspress Grupp makes the following proposals to the shareholders about the items of the agenda:

1. Approval of the merger agreement between AS Ekspress Grupp, OÜ Ekspress Finance and OÜ Ekspress Digital

To approve the merger agreement signed between AS Ekspress Grupp, OÜ Ekspress Finance and OÜ Ekspress Digital on December 19, 2018, which is proven by notary of Tallinn, Tea Türnpuu.

The circle of shareholders entitled to attend the Extraordinary General Meeting will be determined 7 days prior to the General Meeting, i.e. on 14th January, 2019 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, as well as at the seat of AS Ekspress Grupp, Parda 6, Tallinn, 6th floor, on business days from 10:00 to 16:00 starting from the date of notification of the Extraordinary General Meeting until the date of the Extraordinary General Meeting (inclusive).

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 18th January, 2019, by submitting it in writing to e-mail address: egrupp@egrupp.ee.

Shareholders whose shares represent at least 1/20 of the share capital are entitled to request the inclusion of additional items in the agenda of the General Meeting of AS Ekspress Grupp, provided that the request is submitted 15 days prior to the General Meeting at the latest, i.e. until 6th January, 2019, by submitting it in writing to e-mail address: egrupp@egrupp.ee.

As at 20th December, 2018, 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:

  • shareholders who are natural persons to present an identity document (e.g. passport or ID card) and representatives of shareholders who are natural persons to present an identity document and a written document certifying their authorisation;
  • representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register where the legal person is registered (issued no more than 7 days prior to presenting), and the identity document of the representative. 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. Transactional representatives of shareholders who are legal persons must, in addition to the aforementioned documents, present a written document certifying their authorisation. AS Ekspress Grupp may also register a shareholder who is a legal person in a foreign country as a participant in the General Meeting 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.

Prior to the General Meeting, shareholders may give notice of the appointment of a representative and the withdrawal by the principal of the authorisation via e-mail to the address egrupp@egrupp.ee or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6th floor (on business days from 10:00 to 16:00) by 16:00 on 21st January, 2019 at the latest, using the templates available on the homepage of AS Ekspress Grupp, www.egrupp.ee. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp, 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 media group in the Baltic States that owns the most well-known online media portals in Estonia, Latvia and Lithuania, publishes the most popular newspapers and magazines and arranges their home delivery in Estonia. In addition to its own periodicals, it also provides printing services to other Estonian and foreign customers. At the end of 2017, the Group gave a job to more than 1,600 people and 2017 sales revenue amounted to 64 million euros.

Attachments


2018 12 19 Merge Agreement.pdf
EG_draft resolutions_ENG 22 01 2019.pdf
Withdrawal of POA - 22 01 2019.docx
Power of Attorney - 22 01 2019.docx