Resolutions of the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp held on 29th of September, 2020
On 29th of September, 2020, the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda 6.
Out of 29 796 841 votes 21 446 212 votes were represented at the Meeting, i.e. 72.02% of the votes. All participating shareholders cast their votes electronically before the meeting.
The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions.
1. Implementation of the share option program approved on 13.06.2017 and amendment of the shareholders’ general meeting resolution adopted on 13.06.2017
To approve the following activities required for the implementation of the option program:
1.1. Ekspress Grupp issues up to 1.3 million new shares with the nominal value of 0.6 euro each share. The shares are issued to the option program organizer chosen by the supervisory board.
1.2. Ekspress Grupp concludes an agreement on organising of the implementation of the option program with a trustworthy third party (option program organizer). Under the agreement the option program organizer obliges to purchase the shares issued for the implementation of the option program and sell these back to Ekspress Grupp for the nominal price of the shares and on the terms agreed upon between the parties.
1.3. To amend point 4.10 of the resolution of AS Ekspress Grupp annual shareholders’ general meeting dated 13.06.2017 and to phrase it as follows:
4.10. For implementation of the share option program the company obtains up to 1.3 million company’s own shares from the option program organizer in the period starting from the adoption of this resolution until 01.04.2021. The minimum and maximum acquisition price of own shares is the nominal price. AS Ekspress Grupp shall pay for the shares from assets exceeding the share capital and the legal reserve. The shares may not be encumbered with rights of third persons.
2. Preclusion of the shareholders’ preferential right to subscribe shares with regard to the shares to be issued for implementation of the 13.06.2017 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 13.06.2017.
3. Amendment of the Articles of Association
To add clause 5.9 to the Articles of Association in the following wording:
5.9. 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 by contributions of up to EUR 780,000 (seven hundred and eighty thousand).
4. Approval of the new share option program
To approve the share option program of AS Ekspress Grupp for the period 2021–2023.
The Articles of Association and the share option program of AS Ekspress Grupp for the period 2021–2023 are enclosed to the current announcement.
Additional information
Mari-Liis Rüütsalu
Chairman of the Management Board
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. The Group also manages the electronic ticket sales platform and ticket sales sites in Latvia. Ekspress Grupp that launched its operations in 1989 employs almost 1700 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.
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