OPINION OF THE SUPERVISORY BOARD OF AKTSIASELTS EKSPRESS GRUPP IN RESPECT OF TAKEOVER BID
The opinion of the Supervisory Board of Aktsiaselts Ekspress Grupp (“Ekspress Grupp”) (“Supervisory Board”) has been drawn up on 9 December 2025 in accordance with § 171 (2) of the Securities Market Act (“SMA”) and § 21 of Regulation No. 71 of the Minister of Finance, dated 28 May 2002, “Rules for Takeover Offers” (“Rules”) with regard to the voluntary takeover bid made by HHL Rühm Osaühing (“Bidder”) on 25 November 2025 for the acquisition of all the shares of Ekspress Grupp not already owned by the Bidder (“Bid”).
The members of the Supervisory Board of Ekspress Grupp and the persons who prepared this opinion are Ülar Maapalu (the Chairman of the Supervisory Board), Argo Virkebau and Sami Jussi Petteri Seppänen.
Pursuant to § 21 (2) 4) of the Rules, the Supervisory Board shall give its assessment on the impact of the takeover bid on the interests of Ekspress Grupp as the target issuer and its employment relationships with employees. Independent members of the Supervisory Board who are part of the composition of the Supervisory Board for the purposes of § 21 (2) 4) of the Rules shall also give their assessment on the impact of the takeover bid on the interests of the target issuer and its employment relationships with employees.
For the purposes of § 21 of the Rules, independent member of the Supervisory Board is Sami Jussi Petteri Seppänen.
- Contracts of the members of the Supervisory Board and Management Board of Ekspress Grupp or other relations with the Bidder
The member of the Supervisory Board Ülar Maapalu has acted as the representative and is the contact person of the Bidder in relation to the Bid.
The members of the Management Board of Ekspress Grupp (“Management Board”) and Supervisory Board have not concluded any contracts with the Bidder.
- Election of the Supervisory Board and Management Board
The Supervisory Board members are elected by the shareholders of Ekspress Grupp pursuant to the Articles of Association of Ekspress Grupp. No shareholder of Ekspress Grupp has a special right to designate members of the Supervisory Board or nominate members of the Supervisory Board.
The Management Board members are elected by the Supervisory Board pursuant to the Articles of Association of Ekspress Grupp.
- Conflicts of interest of the members of the Supervisory Board and the Management Board and measures to mitigate the risks
To the knowledge of the Supervisory Board, none of the members of the Supervisory Board and Management Board have a right to any compensation that would depend on the Bid or the results thereof and that could result in a conflict of interest of the members of the Management Board or Supervisory Board in relation to the Bid.
Since the member of Supervisory Board Ülar Maapalu has acted as the representative and is the contact person of the Bidder in relation to the Bid, there is a risk of conflict of interests, despite the lack of compensation, in a situation where the Supervisory Board needs to adopt resolutions regarding the Bid. Whereas, notwithstanding the submission of this opinion of the Supervisory Board (which the Supervisory Board has submitted unanimously), the Supervisory Board has not adopted any resolutions with regard to the Bid and does not foresee the need to adopt any resolutions with regard to the Bid.
Should it become apparent that the Supervisory Board needs to adopt any resolution regarding the Bid other than this opinion, the Supervisory Board shall analyse the risk of possible conflict of interest of the members of the Supervisory Board. In case a conflict of interest exists, the members who have a conflict of interest would refrain from voting on the adoption of the relevant resolutions of the Supervisory Board.
- Assessment on the impact of the Bid
All of the members of the Supervisory Board are on the opinion that the Bid does not have an adverse effect on Ekspress Grupp nor the interests of Ekspress Grupp. The Bid and the expected withdrawal from trading on the stock exchange are in line with Ekspress Grupp’s long term strategic interests.
Implementation of the company’s strategy requires qualified work force, therefore retaining and training the employees is in the interests of Ekspress Grupp. Thus, no immediate and direct impacts can be foreseen to the employment relationships of Ekspress Grupp’s employees. However, changes can not be ruled out, including impact to employment relationships regarding the review of Ekspress Grupp’s primary operations to continue to ensure the provision of high-quality media.
The independent member of the Supervisory Board, Sami Jussi Petteri Seppänen, is on the same opinion as the other members of the Supervisory Board.
- Intention of the members of the Supervisory Board and Management Board to accept the Bid
The Chairman of the Management Board Mari-Liis Rüütsalu will resign from the Management Board as of 31 December 2025 and will be replaced by a new member of the Management Board Liina Liiv, who took office on 1 December 2025.
The Chairman of the Management Board, Mari-Liis Rüütsalu, owns in total 113,984 shares of Ekspress Grupp that belong to her indirectly through OÜ Norg, which is under her control, and to the knowledge of the Supervisory Board, she intends to accept the Bid, if there are no restrictions for trading arising from regulations or internal rules.
The Chairman of the Supervisory Board, Ülar Maapalu, owns 30,000 shares of Ekspress Grupp that belong to him indirectly through OÜ Rumeelia, which is under his control, and he intends to accept the Bid, if there are no restrictions for trading arising from regulations or internal rules.
The rest of the members of the Supervisory Board and the Management Board do not own any shares of Ekspress Grupp, therefore they can not accept the Bid.
- Contracts of the members of the Supervisory Board and Management Board
There are no contracts between Ekspress Grupp and members of the Supervisory Board and the Management Board that would provide for the termination of agreement or payment of compensation to the members of the Supervisory Board and Management Board of Ekspress Grupp or a third party in connection with the Bid or the results thereof.
Ülar Maapalu
Chairman of the Supervisory Board
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 in Latvia and Estonia, offers digital outdoor screen service in Estonia and Latvia. In addition, the Group companies organize conferences, trainings and events mainly in Estonia and Lithuania but also in Latvia. Ekspress Grupp launched its operations in 1989 and employs about 1000 people.
