Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 1 June 2026
On 1 June 2026, the Annual General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Narva road 13.
Out of 30 956 312 votes with voting rights, 29 763 773 votes were represented at the Meeting, i.e. 96.15% of the votes.
The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.
1. Takeover of the Shares held by Minority Shareholders for monetary compensation
To approve and carry out the takeover by the main shareholder of Ekspress Grupp HHL Rühm Osaühing (registry code 10743222, address Parda tn 6, 10151 Tallinn) of the shares of Ekspress Grupp held by the remaining shareholders of Ekspress Grupp (hereinafter the “Minority Shareholders”) in accordance with § 363¹ and § 363⁷ of the Commercial Code under the following conditions:
- the compensation to be paid to the Minority Shareholders is EUR 1.26 for each share taken over;
- the transfer of the shares to be taken over from the Minority Shareholders to HHL Rühm Osaühing and the transfer of the compensation to the Minority Shareholders will be organized by the Estonian Register of Securities (“ERS”) on the basis of an application by the Management Board of Ekspress Grupp. The Management Board shall submit the application to ERS within one month from the adoption of this resolution. The compensation shall be paid to the Minority Shareholders simultaneously with the transfer of the shares to be taken over to HHL Rühm Osaühing.
2. Termination of trading with the Shares of Ekspress Grupp on Nasdaq Tallinn Stock Exchange
To terminate the trading with the shares of Ekspress Grupp on the Baltic main list of Nasdaq Tallinn Stock Exchange and to submit a respective application to the Listing and Surveillance Committee of the Nasdaq Tallinn Stock Exchange.
3. Approval of the annual report of Ekspress Grupp for the financial year 2025 and the proposal for the distribution of profit
To approve the annual report of Ekspress Grupp for the financial year 1 January 2025 – 31 December 2025 and the proposal for the distribution of profit.
To distribute EUR 1.031 million as follows:
- to increase statutory reserve by EUR 0.003 million;
- the remaining EUR 1.028 million to be allocated to the retained earnings.
The presentation used by the Management Board of AS Ekspress Grupp at the general meeting of shareholders is enclosed to the current announcement.
Liina Liiv
Chairman of the Management Board
+372 5556 1785
liina.liiv@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 1000 people.
Attachment
