Adoption of resolutions of shareholders of AS Ekspress Grupp
The Management Board of AS Ekspress Grupp proposed to the shareholders to adopt resolutions without convening an extraordinary general meeting. The notice of adoption of resolutions was published on 8 February 2024 in the stock exchange and on the company’s , as well as in the 9 February 2024 issue of newspaper Eesti Päevaleht.
On time, ie by 9.00 on 4 March 2024, the shareholders cast 25,298,978 votes and 83.96% of the voting rights. If a shareholder did not give notice of whether he is in favour of or opposed to the resolution by the aforementioned term, it was deemed that he voted against the resolution (§ 2991 (2) of the Commercial Code) and these votes are recorded as opposing votes in the record of voting.
The shareholders of AS Ekspress Grupp adopted the following resolutions on 4 March, 2024.
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.
The resolution was adopted by 83.96% votes in favour.
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.
The resolution was adopted by 83.96% votes in favour.
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).
The resolution was adopted by 83.96% votes in favour.
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).
The resolution was adopted by 83.96% votes in favour.
Additional information
Mari-Liis Rüütsalu
Chairman of the Management 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 and offers outdoor screen service in Estonia and Latvia. Ekspress Grupp launched its operations in 1989 and employs almost 1100 people.
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