Ekspress Grupp

Quarterly Report • Jul 28, 2023

CONSOLIDATED INTERIM REPORT FOR Q2 AND 6 MONTHS OF 2023

January - June (unaudited)

TABLE OF CONTENTS

MANAGEMENT REPORT3
CONSOLIDATED INTERIM FINANCIAL STATEMEN TS 20
Management Board's confirmation of the Group's interim financial statements32
BRIEF OVERVIEW OF THE GROUP33

MANAGEMENT REPORT

SUMMARY OF RESULTS

Q2 2023 in comparison with Q2 2022:

• Sales revenue EUR 18.5million (EUR 16.4million) +13%
• The share of digital revenue of group's revenue 83% (76%)
• EBITDA EUR 2.4million (EUR 2.2million) +8%
• Net profit* EUR 0.6million (EUR 1.3million) -50%
• Earnings per share EUR0.0205(EUR 0.0419)

6 months 2023 in comparison with 6 months 2022:

• Sales revenue EUR 35.3million (EUR 29.8million) +18%
• The share of digital revenue of group's revenue 82% (76%)
• Digital subscriptionsin Baltics175thousand(142 thousand) +24%
• EBITDA EUR 3.6million (EUR 2.8million) +25%
• Net profit* EUR 0.2million (EUR 0.8million) -71%
• Earnings per share EUR-0.0040(EUR 0.0251)

* Net profit does not include extraordinary expenses

MANAGEMENT'S COMMENTS

The revenue of AS Ekspress Grupp for the 2nd quarter of 2023 increased by 13% to EUR 18.5 million and EBITDA increased by 8% to EUR 2.4 million. The revenue for the first 6 months of 2023 increased by 18% to EUR 35.3 million and EBITDA increased by 25% to EUR 3.6 million as compared to last year. The Group's net profit for the 2nd quarter totalled EUR 0.6 million and for the first 6 months it totalled EUR 0.2 million, decreasing by 71% as compared to the same period last year. At the end of June, the share of digital revenue was 82% of the Group's total revenue. Digital revenue increased by 28% as compared to the same period last year.

The Group continued to be successful in increasing its sales volumes in both advertising and digital subscriptions. The 2nd quarter was successful in terms of increasing the market share in advertising as well as increasing the average price of digital subscriptions. The Group's 2nd quarter's revenue grew strongly and increased by 13% as compared to the same period last year. In terms of the first 6 months of the year, the total revenue increased by 18%. Excluding from revenue the acquisitions

made in Lithuania (news portal Lrytas and news agency ELTA) in the second half of 2022, revenue growth was 12% in the first 6 months of the year. Advertising revenue was strong in Estonia and Lithuania where the market has been stable so far and the volumes have remained at the same level as last year.

In Latvia, the total market volume decreased, and the advertising revenue earned by Ekspress Group in Latvia is about 4% less than last year. This decrease has been offset by the increase in sales revenue of the ticket platform and digital screens. The ticket platform operated by the Group successfully sold the tickets for the Jubilee Song and

EBITDA growth of 25% in the first 6 months (YOY)

Dance Festival held in Riga, which increased both the number of tickets sold as well as the company's sales.

The inflationary environment and high-interest rates will increase the risks to advertising revenue in all Baltic States in the second half of the year.

The number of digital subscriptions of AS Ekspress Grupp increased by 24% year-over-year (Q2: 9%, 6 months: 20%) and totalled 175.4 thousand subscriptions. The number of the Group's digital subscriptions continued their fast growth in the first 6 months of the year, making up an increasingly higher share of the Group's revenue base. The Group has added nearly 34 000 readers with digital subscriptions in the Baltic States over the last year or 24% more as compared to the end of June last year. The Group's digital revenue base is increasingly based on the sales revenue from digital subscriptions. We have strengthened the quality and volume of content offered by the Group's media companies so as to be the leader in the field of digital subscriptions in all Baltic States. The Group is moving towards its strategic financial goals and aims to offer digital paid content to at least 340 000 subscribers by the year 2026.

The earnings before interest, tax, depreciation and amortisation (EBITDA) of Ekspress Grupp totalled EUR 2.4 million in the 2nd quarter, growing by 8%. The EBITDA in the first 6 months of the year totalled EUR 3.6 million, increasing by 25%. Profitability was positively impacted by successful sales of online advertising and digital subscriptions in Estonia and Lithuania, and the volume growth of ticket sales platforms and digital outdoor screens.

The net profit in the first 6 months of 2023 totalled EUR 0.2 million, which is 71% lower as compared to the previous year. Including one-off extraordinary expenses, the net loss for the first 6 months of the year totalled EUR -0.1 million. The decrease in net profit is mainly due to the one-off costs related to the liquidation of the home delivery services of Express Post and its unprofitable operations in the first 6 months of the yearin the total amount ofEUR -0.6 million. The home delivery services of Express Post were liquidated in the first 6 months of the year and one-off liquidation expenses and unprofitable operations will no longer incurin the next quarters of the Group. In addition, the level of net profit has been impacted by higher interest rates resulting from the increase in the Euribor and higher depreciation expenses resulting from the Group's investments. The negative impact of interest is twofold and manifested itself as an additional expense of EUR 0.3 million in the results forthe first 6 months of the year.

Payments of EUR 2.5 million to shareholders

The Group's liquidity is solid, and we consider it important to keep liquidity reserves for possible new acquisitions as well as for the possible economic cooldown. As of 30 June 2023, the Group's monetary funds totalled EUR 6.1 million (31.12.2022: EUR 7.4 million). In the first 6 months of the year, the Group repurchased shares in the amount of EUR 1 million and paid dividends to the shareholders in the amount of EUR 1.5 million. Thus, in the first 6 months of 2023 the Group made payments to the

shareholders in the total amount of EUR 2.5 million.

STRATEGY AND GOALS OF THE GROUP

Mission – to serve democracy

Our goals

• Produce award-winning content, appreciated by our readers and media experts alike
• Be the leading digital publisher in Baltics (in terms of digital subscriptions, user time spent and number of real users)
• Maintain our quality paper-based media products for the audiences who value this format
• To act with social responsibility in mind and build strong and trusted brands
• Increase the value of the company for our shareholders

Group strategy

Ekspress Grupp continues focusing on the organic growth of the existing digital business as well as finding opportunities to increase its business volumes through acquisitions. The Group's goal is to increase the company's value by creating a synergy between the new businesses acquired and current media operations.

In the digital media segment, we are implementing a strategy of rapid growth, the goals of which are market development and at the same time increasing market share. In the printed media, we monitor cost efficiency and offer the highest quality journalism in the market. The Group is strengthening its existing core businesses with investments in organic growth and also increases the share of digital revenues through other digital businesses that potentially offer good synergies with the media. The growth of both the media and the supporting digital businesses is supported by financially optimal distribution of investments, moderate use of leverage and dividend policy that takes into account the growth objectives.

To implement the Group's strategy, our goal remains production of award-winning content valued by our readers and media experts alike while being a leading digital publisherin the Baltic States both in terms of digital subscriptions, the time spent online and the number of actual users. We wish to continue providing high-quality printed media in the market for those readers who value this format.

The Group's long-term strategic financial targets set by the Supervisory Board are related to business growth, digitalisation, profitability, and ability to pay dividends. The targets are based on the changes in the operating environment, the competitive landscape, and the progress of the transformation strategy. The Group's long-term financial targets have been confirmed on 1 April 2022.

Ekspress Grupp long-term strategic financial targets

Target by end of 2026	2026 target	2022 actual	2021 actual
Digital subscriptions in Baltics	>340 000	146 608	130 731
Share of digital revenues	>85%	78%	76%
EBITDA margin	>15%	14%	15%
Dividend pay-out rate	≥30%	37%	59%

Q2 AND 6 MONTHS RESULTS

REVENUE

In the 2nd quarter of 2023, the consolidated revenue totalled EUR 18.5 million (Q2 2022: EUR 16.4 million). The revenue for the 2nd quarter increased by 13% year-over-year. The consolidated revenue for the first 6 months of 2023 totalled EUR 35.3 million (6 months 2022: EUR 29.8 million). The revenue for the first 6 months of the year increased by 18% as compared to the previous year. This growth was attributable to both online advertising revenue as well as digital subscription revenue. The share of the Group's digital revenue in total revenue was 82% in the first 6 months of 2023 (6 months 2022: 76% of total revenue). Digital revenue forthe first 6 months of 2023 increased by 28% as compared to the same period last year.

PROFITABILITY

In the 2nd quarter of 2023, the consolidated EBITDA totalled EUR 2.4 million (Q2 2022: EUR 2.2 million). EBITDA increased by 8% as compared to last year and the EBITDA margin was 13% (Q2 2022: 14%). In the first 6 months of 2023, the consolidated EBITDA totalled EUR 3.6 million (6 months 2022: EUR 2.8 million). EBITDA increased by 25% as compared to last year and the EBITDA margin was 10% (6 months 2022: 9%). Profitability has been driven by successful sales of online advertising and digital subscriptions in Estonia and Lithuania, and the volume growth or ticket sales platforms and digital outdoor screens.

In the 2nd quarter of 2023, the consolidated net profit totalled 0.6 million (Q2 2022: EUR 1.3 million). In the first 6 months of 2023, the consolidated net profit, excluding extraordinary expenses, totalled EUR 0.2 million (6 months 2022: EUR 0.8 million). In the first 6 months of 2023, the net profit decreased by 71% as compared to last year. Including one-off 0,0%

-2,0%

3,0%

8,0%

13,0%

5,0%

10,0%

15,0%

20,0%

extraordinary expenses, the net loss for the first 6 months of the year totalled EUR -0.1 million. The decrease in net profit is mainly due to higher interest rates resulting from the increase in the Euribor and higher depreciation expenses resulting from the Group's investments. The negative impact of interest is twofold and manifests itself as an additional expense of EUR 0.3 million in the results forthe first 6 months of the year. The results for the first 6 months of the year were also impacted by the one-off costs in the amount of EUR 0.3 million related to the liquidation of the home delivery services of AS Express Post and the higher operating loss in the amount of EUR 0.3 million earned by the joint venture in the first 6 months of the year. Thus, the negative effect of the liquidation and the unprofitable operations of Express Post on the Group's net profit was EUR 0.6 million higher than in the same period last year. The home delivery services of Express Post were liquidated in the first 6 months of the year and the Group will no longer incur any additional losses on this business in the second half of the year.

In the first 6 months of 2022, the positive one-off impact on the net profitin the amount of EUR 0.2 million was attributable to the profit which arose on the revaluation of the final payment related to the acquisition of Biļešu Paradīze.

EXPENSES

In the first 6 months of 2023, the cost of goods sold, marketing, and general and administrative costs totalled EUR 34.0 million (6 months 2022: EUR 29.2 million). Operating expenses increased by EUR 4.8 million (+17%) as compared to the same period last year. Labour costs increased the most, by EUR 2.9 million (+18%).

In the first 6 months of 2023, the Group employed 974 employees on average which is 112 employees more as compared to the same period last year (6 months 2022: 862 employees). This growth is attributable to 88 employees who were transferred from the acquired companies, incl. ELTA news agency in Lithuania acquired in May 2022 and the news portal lrytas.lt acquired in December 2022. 24 employees were hired from other companies in Estonia, Latvia and Lithuania.

CASH POSITION

At the end of the reporting period, the Group had available cash in the amount of EUR 6.1 million and equity in the amount of EUR 53.1 million (51% of total assets). The comparable data as of 30 June 2022 were EUR 6.8 million and 52.1 million (56% of total assets), respectively. As of 30 June 2023, the Group's net debt totalled EUR 14.7 million (30 June 2022: EUR 10.5 million).

In the first 6 months of 2023, the Group's cash flows from operating activities totalled EUR 4.4 million (6 months 2022: EUR 2.6 million), that were positively impacted by the ticket sales platforms in Estonia and Latvia. The sales activity of the Latvian ticket sales platform has recovered and is in a better position due to higher ticket prices as compared to the pre-Covid-19 period.

In the first 6 months of 2023, the Group's cash flows from investing activities totalled EUR -1.5 million (6 months 2022: EUR -3.6 million), of which EUR -1.2 million was related to the development and acquisition of tangible and intangible assets, demonstrating higher investments in products and technologies. In the first 6 months of the year, the Group invested EUR -0.9 million in new LED screens using a finance lease.

In the first 6 months of 2023, the Group's cash flows from financing activities totalled EUR -4.3 million (6 months 2022: EUR -3.1 million), of which EUR -1.0 million is the share buy-back and EUR -1.5 million is the dividend payment to the shareholders of AS Ekspress Grupp. The financing activities also include the net change in borrowings in the amount of EUR -0.8 million and lease liabilities in the amount of EUR -0.9 million.

SHARE BUY-BACK AND DIVIDENDS

Within the framework of the share buy-back programme, on 9 March 2023 AS Ekspress Grupp purchased 588 235 shares at the price of EUR 1.70 per share in the total amount of EUR 1.0 million.

At the regular general meeting of shareholders of AS Ekspress Grupp held on 4 May 2023, it was decided to pay a dividend of 5 euro cents per share in the total amount of EUR 1.49 million. Dividends were paid to shareholders on 24 May 2023.

FINANCIAL INDICATORS AND RATIOS

Performance indicators (EUR thousand)	Q2 2023	Q2 2022	Change %	6M 2023	6M 2022	Change %	12 months 2022
For the period
Sales revenue	18 528	16 409	13%	35 283	29 836	18%	64 141
EBITDA	2 399	2 216	8%	3 552	2 832	25%	8 891
EBITDA margin (%)	12.9%	13.5%		10.1%	9.5%		13.9%
Operating profit /(loss)	1 245	1 205	3%	1 287	873	47%	4 797
Operating margin (%)	6.7%	7.3%		3.6%	2.9%		7.5%
Interest expenses	(347)	(178)	-95%	(677)	(347)	-95%	(738)
Profit /(loss) of joint ventures under the equity method	(242)	(87)	-178%	(795)	(220)	-261%	(242)
Net profit /(loss)*	630	1 271	-50%	222	759	-71%	4 055
Net margin (%)*	3.4%	7.7%		0.6%	2.5%		6.3%
Net profit /(loss) for the period in the financial statements	612	1 271	-52%	(118)	759	-116%	4 055
Net margin (%)	3.3%	7.7%		-0.3%	2.5%		6.3%
Return on assets (ROA) (%)	3.2%	2.2%		3.2%	2.2%		4.3%
Return on equity (ROE) (%)	5.9%	3.8%		5.9%	3.8%		7.6%
Earnings per share (euro)
Basic earnings per share	0.0205	0.0419		(0.0040)	0.0251		0.1335
Diluted earnings per share	0.0199	0.0405		(0.0039)	0.0242		0.1294

* does not include expenditure related to the closure of home delivery business of the joint venture AS Express Post in the amount of EUR 18 thousand in Q2 and EUR 340 thousand in the first-half year of 2023.

Balance sheet (EUR thousand)	30.06.2023	31.12.2022	Change %
As of the end of the period
Current assets	23 813	19 444	22%
Non-current assets	80 517	80 392	0%
Total assets	104 330	99 836	5%
incl. cash and cash equivalents	6 111	7 448	-18%
incl. goodwill	48 685	48 779	0%
Current liabilities	28 375	22 422	27%
Non-current liabilities	22 893	21 991	4%
Total liabilities	51 268	44 413	15%
incl. borrowings (excl. rental liabilities according to IFRS 16)	20 859	20 763	0%
Equity	53 062	55 423	-4%
Net debt	14 748	13 315	11%
Total capital	67 810	68 738	-1%

AS Ekspress Grupp

Consolidated Interim Report for Q2 and 6 months of 2023

Financial ratios (%)	30.06.2023	31.12.2022	Change %
Equity ratio (%)	51%	56%	-8%
Debt to equity ratio (%)	48%	46%	5%
Debt to capital ratio (%)	27%	24%	9%
Total debt/EBITDA ratio	2.17	2.34	-7%
Liquidity ratio	0.84	0.87	-3%

Formulas used to calculate the financial ratios
EBITDA	Earnings before interest, tax, depreciation and amortisation. EBITDA does not include any impairment losses recognised during the period or result from restructuring.
EBITDA margin (%)	EBITDA/sales x 100
Operating margin (%)	Operating profit /sales x100
Net margin (%)	Net profit /sales x100
Earnings per share	Net profit attributable to owners of the parent / weighted average number of ordinary shares outstanding during the period
Diluted earnings per share	Net profit attributable to owners of the parent / (weighted average number of ordinary shares outstanding during the period + number of all potentially issued shares)
Equity ratio (%)	Equity/ (liabilities + equity) x100
Debt to equity ratio (%)	Interest bearing liabilities /equity x 100
Debt to capital ratio (%)	Interest bearing liabilities – cash and cash equivalents (net debt) / (net debt +equity) x 100
Total debt/EBITDA ratio	Interest bearing borrowings (excl. rental liabilities according IFRS 16) /trailing twelve months EBITDA
Liquidity ratio	Current assets / current liabilities
Return on assets ROA (%)	Trailing twelve months net profit /average assets x 100
Return on equity ROE (%)	Trailing twelve months net profit /average equity x 100

SEGMENT OVERVIEW

0% 10% 20% 30% 40% 50% 60% 70% 80%

0% 10% 20% 30% 40% 50% 60% 70% 80% mEUR

Media segment EBITDA Q2

mEUR Media segment EBITDA 6 months

AS Ekspress Grupp

Consolidated Interim Report for Q2 and 6 months of 2023

Key financial indicators for segments

(EUR thousand)				Sales
	Q2 2023	Q2 2022	Change %	6M2023	6M2022	Change %	12 months 2022
Media segment	18 766	16 062	17%	35 634	29 144	22%	62 690
advertising revenue	11 124	9 562	16%	20 805	17 402	20%	37 613
subscriptions (incl. single copy sales)	4 658	4 050	15%	9 219	7 936	16%	16 819
marketplaces	603	475	27%	1 239	828	50%	2 232
outdoor screens	837	637	31%	1 526	1 039	47%	2 396
sale of other goods and services	1 543	1 338	15%	2 845	1 938	47%	3 630
Corporate functions	1 081	1 090	-1%	2 308	2 182	6%	4 500
Inter-segment eliminations	(1 320)	(743)		(2 658)	(1 490)		(3 050)
TOTAL GROUP	18 528	16 409	13%	35 283	29 836	18%	64 141
incl. revenue from all digital channels	15 412	12 494	23%	28 796	22 580	28%	49 928
% of revenue from all digital channels	83%	76%		82%	76%		78%

(EUR thousand)				EBITDA
	Q2 2023	Q2 2022	Change %	6M2023	6M2022	Change %	12 months 2022
Media segment	2 643	2 501	6%	4 121	3 394	21%	10 183
Corporate functions	(240)	(261)	8%	(561)	(491)	-14%	(1 122)
Inter-segment eliminations	(4)	(24)		(8)	(70)		(171)
TOTAL GROUP	2 399	2 216	8%	3 552	2 832	25%	8 891

EBITDA margin	Q2 2023	Q2 2022	6M2023	6M2022	12 months 2022
Media segment	14%	16%	12%	12%	16%
TOTAL GROUP	13%	14%	10%	9%	14%

MEDIA SEGMENT

In the 2nd quarter of 2023, media segment revenue totalled EUR 18.8 million (Q2 2022: EUR 16.1 million). Revenue increased by 17% as compared to the 2nd quarter of 2022. In the first 6 months of 2023, media segment revenue totalled EUR 35.6 million (6 months 2022: EUR 29.1 million). Revenue increased by 22% as compared to the same period last year. In the first 6 months of 2023, the share of the Group's digital revenue was 82% of total revenue (6 months 2022: 76%).

The Group continues to successfully grow its sales volumes in advertising and digital subscriptions both through an increase in its market share and an increase in the average price. Excluding from revenue the acquisitions made in Lithuania (news portal Lrytas and news agency ELTA) in the second half of 2022, the growth was 17% in the first 6 months of the year.

Advertising

In the 2nd quarter, advertising revenue in Estonia and Lithuania were at the expected level and showed growth, while the advertising market remained at last year's level. As compared to the same period last year, the advertising market decreased in Latvia, where our revenue in the first 6 months of the year is 4% lower as compared to last year. The advertising market in Latvia has been affected by the general negative economic environment, the effects of which have not been seen to such an extent in Estonia and Lithuania. The continuing inflationary environment and the increase in the Euribor will not alleviate the economic conditions in the Baltic States, on the contrary, higher risks will arise in relation to the advertising revenue in the second half of 2023.

Subscriptions

Subscription revenue increased by 15% in the 2nd quarter as compared to the same period last year (6 months: 16%). The growth is mainly due to the increase in the volume of digital subscriptions and the average price of subscriptions in all media houses. From the Group's point of view, it is important to grow its digital subscriptions and thereby have less dependence on advertising revenue in the long term.

Marketplaces

Under marketplaces, the Group reports sales revenue of ticket sales platforms in Estonia and Latvia. In the 2nd quarter, the revenue of ticket sales platforms increased by 27% (6 months: 50%). The main impact comes from Latvia, where ticket sales volumes are increasing despite the weaker economic environment.

Outdoor screens

The advertising revenue of outdoor screens increased by 31% in the 2nd quarter and by 47% in the first 6 months of the year as compared to last year. The growth has mainly been supported by the expansion of the outdoor screen network. 12 new screens were added in the 2nd quarter and 41 screens in the first 6 months of the year. As of 30 June 2023, the Group has a total of 125 outdoor screens, including 75 in Latvia and 50 in Estonia (30.06.2022 a total of 61, 20 in Latvia and 41 in Estonia).

The Group invested EUR 0.9 million in new LED screens in the first 6 months of 2023 and plans to invest EUR 0.3 million in the second half of the year. This year, we will continue to add additional screens in Latvia and Estonia. The planned number of screens by the end of 2023 is a total of 157 screens.

DIGITAL SUBSCRIPTIONS

Detailed overview of digital subscriptions:

(number of subscriptions)	30.06.2023	31.03.2023	change	31.12.2022	change	30.06.2022	change
AS Delfi Meedia	96 855	92 339	5%	85 551	13%	84 072	15%
AS Õhtuleht Kirjastus	24 477	24 100	2%	22 530	9%	22 281	10%
Geenius Meedia OÜ	6 323	6 058	4%	5 616	13%	4 523	40%
Estonia total	127 655	122 497	4%	113 697	12%	110 876	15%
Delfi AS (Latvia)	21 851	17 153	27%	14 131	55%	13 224	65%
Delfi UAB (Lithuania)	25 873	21 628	20%	18 780	38%	17 522	48%
Ekspress Grupp total	175 379	161 278	9%	146 608	20%	141 622	24%

The total number of digital subscriptions of the Group increased by 24% in the Baltic States year-over-year (2nd quarter: 9%, 1st six months: 20%) and totalled 175 379 at the end of June.

• The number of digital subscriptions of AS Delfi Meedia that publishes the news portal Delfi, newspapers Eesti Päevaleht, Maaleht, Eesti Ekspress and several popular magazines increased by 15% year-over-year (2nd quarter: 5%, 1st six months: 13%) and totalled 96 855.
• The number of digital subscriptions of AS ÕhtulehtKirjastus, 50% of which is owned by Ekspress Grupp, increased by 10% year-over-year (2nd quarter: 2%, 1st six months: 9%) and totalled 24 477.
• The number of digital subscriptions of Geenius Meedia OÜ increased by 40% year-over-year (2nd quarter: 4%, 1st six months: 13%) and totalled 6 323.
• In Latvia, the number of digital subscriptions of Delfi A/S increased by 65% year-over-year (2nd quarter: 27%, 1st six months: 55%) and totalled 21 851.
• In Lithuania, the number of digital subscriptions of Delfi increased by 48% (2nd quarter: 20%, 1st six months: 38%) and totalled 25 873.

In the 1st half of the year, the number of digital subscriptions of the Group continued its fast growth as expected, making up an increasingly higher share of the Group's revenue base. Over the last year, the Group have gained nearly 34 000 readers with digital subscriptions in the Baltic States, or 24% more than at the end of June last year.

The Group achieved the fastest growth in Latvia (65%) and Lithuania (48%), where similarly to Estonia, having digital subscriptions is becoming an increasingly accepted norm in society. In Latvia and Lithuania will continue to have great growth potential, because their emerging market provides us an opportunity to be the main driver of digital subscription growth. The goal of the Group is to secure its position as a media company with the largest number of digital subscribers in the Baltic States.

With a strong digital subscriber base in Estonia, the Group continues its efforts to make Delfi's paid content package and other products the first choice of readers. The Group carefully monitors and analyses the drivers contributing to faster subscription growth to improve and modify the products accordingly. The key to success in growing subscriptions is to create the content that readers appreciate the most.

The digital revenue base of Ekspress Grupp is increasingly based on digital subscription revenue. The Group is making progress in attaining our financial goals and wish to offer digital paid content to at least 340 000 subscribers by the year 2026.

SHARES AND SHAREHOLDERS OF AS EKSPRESS GRUPP

As of 30 June 2023, the company's share capital is EUR 18 478 105 (31.12.2022: EUR 18 478 105), which is divided into 30 796 841 (31.12.2022: 30 796 841) shares with a nominal value of 0.60 euros per share.

All shares are of one type and there are no ownership restrictions. The company does not have any shares granting specific controlling rights and the company lacks information about agreements dealing with the restrictions on voting rights of shareholders. The articles of association of the public limited company set no restrictions on the transfer of the shares of the public limited company. The agreements entered into between the public limited company and the shareholders set no restrictions on the transfer of shares. In the agreements concluded between the shareholders, they are only known to the company to the extent related to pledging of securities and that is public information.

Structure of shareholders as of 30 June 2023

Name	Number of shares	%
Hans H. Luik and companies under his control	22 552 672	73.23%
Hans H. Luik	7 963 307	25.86%
OÜ HHL Rühm	14 589 365	47.37%
LHV Bank and funds managed by LHV Varahaldus	2 492 464	8.09%
Members of the Management Boards*	188 724	0.61%
Other minority shareholders	4 898 615	15.91%
Treasury shares	664 366	2.16%
TOTAL	30 796 841	100.0%

* Members of the Management Board of AS Ekspress Grupp and its key subsidiaries

Shares held by members of the Management Board and Supervisory Board

Mari-Liis Rüütsalu holds 36 924 shares.

Signe Kukin holds 38 140 shares.

Karl Anton does not hold shares.

Hans H. Luik holds 7 963 307 shares and OÜ HHL Rühm holds 14 589 365 shares, the ownership interest of Hans H. Luik as the ultimate beneficiary of AS Ekspress Grupp is 73.23% (22 552 672 shares).

The price of the share of Ekspress Grupp (EEG1T) in euros and the trading statistics on NASDAQ Tallinn Stock Exchange from 1 January 2019 until 30 June 2023.

The share price comparison (%) with Nasdaq Tallinn Stock Exchange index from 1 January 2019 until 30 June 2023.

Dividend policy

In October 2021, the Supervisory Board of AS Ekspress Grupp approved the Group's dividends policy according to which Ekspress Grupp will pay at least 30% of its annual net profit as dividends starting from 2022. The capital structure of Ekspress Grupp needs to be strong and sustainable to maintain the targeted operating freedom and make use of the growth opportunities of various economic cycles. The Group's task is to maintain a conservative capital allocation in order to provide the Company with the flexibility to make new investments in accordance with the requirements set for raising debt.

To support growth, Ekspress Grupp has set a goal of maintaining an optimal level for CAPEX, loan repayments and profit allocation from the point of view of the Group and its investors.

The Group will pay at least 30% of its previous year's net profit as dividends under the condition that there will be enough cash to fund its key operations and make new strategic investments. In the years of economic deceleration or when the cash flows are lower for other reasons, the Group may decide to lower the dividend pay-out rate or not to pay dividends.

Dividends

At the regular general meeting of shareholders of AS Ekspress Grupp held on 4 May 2023, it was decided to pay a dividend of 5 euro cents per share in the total amount of EUR 1.49 million. Dividends were paid to shareholders on 24 May 2023.

Date of the General Meeting	13.06.2017	06.06.2018	04.11.2021	02.05.2022	04.05.2023
Period for which dividends are paid	2016	2017	2020	2021	2022
Dividend payment per share (EUR)	6 cents	7 cents	10 cents	8 cents	5 cents
Total payment of dividends (EUR thousand)	1 787	2 085	3 028	2 425	1 488
Dividend pay-out ratio (%) - calculated on the net profit from continuing operations	131%	212%	119%	59%	37%
Dividend pay-out ratio (%)	41%	66%	121%	108%	37%
Date of fixing the list of dividend recipients	29.06.2017	20.06.2018	19.11.2021	16.05.2022	18.05.2023
Date of dividend payment	06.07.2017	03.07.2018	23.11.2021	20.05.2022	24.05.2023

Share buyback programme

On 8 February 2023, AS Ekspress Grupp announced the buyback of up to 588 235 own shares (share of AS Ekspress Grupp, ISIN EE3100016965, hereinafter referred to as the share) from the shareholders at the price of EUR 1.70 per share and in the total amount of 1 million euros.

All shareholders could offer their shares to AS Ekspress Grupp for a buyback at equal terms. The period of placing share redemption orders began on 15th February 2023 and ended yesterday 6th March 2023.

162 investors submitted the orders to sell back 2 077 440 shares in the amount of 3 531 648 euros during the period of placing share redemption orders. As the total amount of the received redemption orders exceeded EUR 1 000 000, AS Ekspress Grupp distributed the shares to be bought back among the offers submitted by the shareholders proportionally (pro rata) so that the total buyback amount does not exceed EUR 1 000 000. As a result of the distribution, each investor can sell back 28.32% of the number of shares submitted in the redemption order.

If a pro rata distribution of shares to be bought back resulted in a number of shares that were not an integer, the corresponding number of shares rounded down to the nearest whole number of shares in accordance with the rounding rules. The balance resulting from the rounding was distributed among the shareholders on a random basis.

The transfer date of the shares and the funds was 9th March 2023.

CORPORATE GOVERNANCE

GROUP'S LEGAL STRUCTURE

As of 30 June 2023, the Group consists of 21 companies (31.12.2022: 23). A detailed list of group companies is disclosed in Note 1 to the financial statements.

Changes in the Group's legal structure

On 28 July 2022, the sole shareholder of OÜ Babahh Media, AS Ekspress Grupp, adopted a decision to terminate the operations of OÜ Babahh Media and launch liquidation proceedings. The liquidation was registered on 5 April 2023.

At 27 January 2023, the Supervisory Board of AS Express Post in which AS Ekspress Grupp has a 50% ownership interest, to shut down the home delivery business of Express Post during 2023. The company will still provide the call centre service and the management service for the subscriber bases of periodicals that make up ca 7% of the company's current business. The change will neither impact the volume and frequency of publishing the paper periodicals of Ekspress Grupp nor the home delivery conditions for its subscribers. As a result of the closure of the business line, AS Express Post will lay off approximately 450 employees. One-off expenditure related to the closure of the business line are recognised in the Group's results for the first 6 months of 2023 in the amount of EUR 0.3 million. From 3 July 2023, Omniva will provide periodical home delivery service in Tallinn and Harju County.

In April 2023, the Supervisory Board decided to make several changes to the Group's structure, the aim of which is to increase management efficiency and transparency, simplify the Group's legal structure, and make the provision of the central financial services more efficient. The changes will also help meeting the bank's requirements. In Lithuania, the Supervisory Board decided to merge the Group's subsidiary UAB Satyre with UAB Lrytas that was acquired last year. In Estonia, it was decided to merge the Group's wholly-owned subsidiary OÜ Ekspress Finants with the parent company AS Ekspress Grupp. Group-wide financing and accounting services will be provided by the parent company to the Group's subsidiaries in Estonia. According to §421(4) of the Commercial Code, approval of the merger with the merger decision is not required of AS Ekspress Grupp, because 100% of the share capital of the company being merged (Ekspress Finance) belongs to the merging company. A merger decision is necessary if it is requested by the shareholders of the merging jointstock company, whose shares represent at least 1/20 of share capital. The shareholders of AS Ekspress Grupp had until 28 May 2023 to submit this request. The merger was registered on 28 June 2023.

On 22 June 2023, AS Ekspress Grupp acquired a 100% ownership interest in Hea Lugu OÜ that is engaged in book publishing. Until then, AS Ekspress Grupp owned 66.68% of the company, and 33.32% belonged to AS Ekspress Grupp's joint venture Õhtuleht Kirjastus AS.

These transactions will have no impact on the consolidated profit, assets or liabilities of the AS Ekspress Grupp.

Changes in the management of the Group's subsidiaries

On 19 December 2022, the Supervisory Board of AS Delfi Meedia, the subsidiary of AS Ekspress Grupp, decided to elect Sander Maasik as a new member of the Management Board from the January 1, 2023 until December 31, 2025. Sander Maasik is responsible for the company's advertising area. Starting from January 1, 2023, the Management Board of Delfi Meedia will be as follows: Argo Virkebau (Chairman of the Board), Erle Laak-Sepp, Tarvo Ulejev, Urmo Soonvald, Piret Põldoja and Sander Maasik.

Due to the resignation of the member of the Management Board of AS Ekspress Grupp, Kaspar Hanni, as of February 1, 2023, there were changes in the supervisory and management boards of the key subsidiaries of Ekspress Grupp. The Supervisory Board of AS Delfi Meedia has three members: Hans Luik (chairman), Mari-Liis Rüütsalu and Signe Kukin. The Management Board of OÜ Ekspress Finants has two members: Mari-Liis Rüütsalu and Signe Kukin. Hans Luik will become a member of the Supervisory Board of the Latvian subsidiary A/S Delfi and the Supervisory Board has three members: Mari-Liis Rüütsalu (chairman), Hans Luik and Signe Kukin.

On 3 March 2023, the Supervisory Board of AS Delfi Meedia, the subsidiary of AS Ekspress Grupp, decided to extend the powers of the Management Board members Erle Laak-Sepp and Tarvo Ulejev until June 10, 2026 and the powers of Piret Põldoja until September 1, 2023. The Management Board of Delfi Meedia continues in former composition: Argo Virkebau (Chairman of the Board), Erle Laak-Sepp, Tarvo Ulejev, Urmo Soonvald, Piret Põldoja and Sander Maasik.

GENERAL MEETING OF SHAREHOLDERS

The general meeting is the highest governing body of AS Ekspress Grupp. Regular general meetings are held once a year not later than six months after the end of the financial year at the seat of the company. Extraordinary general meetings are allowed to be convened in cases prescribed by law.

The regular General Meeting of Shareholders of AS Ekspress Grupp was held on 4 May 2023 in the seat of the public limited company. All members of the Management Board and the Chairman of Supervisory Board participated in the meeting. The general meeting:

• Approved the 2022 annual report of AS Ekspress Grupp.
• Approved the Profit Distribution Proposal for 2022 to distribute total EUR 4.05 million as follows: to increase statutory reserve by EUR 0.20 million and to pay dividends 5 euro cents per share in total amount of EUR 1.49 million.

SUPERVISORY BOARD

The Supervisory Board of AS Ekspress Grupp consists of four members and includes:

• Priit Rohumaa (chairman)
• Hans H. Luik
• Sami Jussi Petteri Seppänen
• Triin Hertmann

More information about supervisory board on the website of AS Ekspress Grupp.

MANAGEMENT BOARD

The Management Board of AS Ekspress Grupp operates with three members and includes:

• Mari-Liis Rüütsalu (chairman)
• Signe Kukin
• Karl Anton

Signe Kukin, the financial director and a member of the Management Board of AS Ekspress Grupp, will leave the company at her own request on August 31, 2023.

As of June 5, 2023, Karl Anton is a new member of the Management Board of AS Ekspress Grupp until June 5, 2026. Karl Anton is a chief innovation officer of the Group, and he is responsible of Group's innovation activities.

Kaspar Hanni, the development director and member of the Management Board of AS Ekspress Grupp, left the company at his own request on February 2, 2023. Kaspar Hanni worked as Group development director and member of the Management Board since December 2017.

More information about management board on the website of AS Ekspress Grupp.

SUPERVISORY AND MANAGEMENT BOARDS OF SUBSIDIARIES

The supervisory and management boards of AS Ekspress Grupp's key subsidiaries as of 30 June 2023 is shown below:

COMPANY*	SUPERVISORY BOARD	MANAGEMENT BOARD
Delfi Meedia AS (14 453 228)	Hans Luik (chairman), Mari-Liis Rüütsalu, Signe Kukin	Argo Virkebau (chairman) Urmo Soonvald, Tarvo Ulejev, Erle Laak-Sepp, Piret Põldoja, Sander Maasik
Delfi UAB (4 777 224)	Mari-Liis Rüütsalu (chairman), Signe Kukin, Hans Luik	Vytautas Benokraitis
SIA Biļešu Paradīze (4 046 041)	-	Jānis Ķuzulis (chairman), Jānis Daube
Delfi A/S (Latvia) (4 445 157)	Mari-Liis Rüütsalu (chairman), Hans Luik, Signe Kukin	Konstantins Kuzikovs (chairman), Filips Lastovskis, Maira Meija
Digital Matter UAB (146 583)	-	Gediminas Blažys

* The amount of equity of the key subsidiary that is held by the owners of the parent company as of 30 June 2023 is shown in parentheses.

Consolidated balance sheet (unaudited) 21
Consolidated statement of comprehensive income (unaudited) 22
Consolidated statement of changes in equity (unaudited) 23
Consolidated cash flow statement (unaudited) 24
SELECTED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS 25
Note 1. General information 25
Note 2. Bases of preparation 26
Note 3. Risk management 26
Note 4. Property, plant and equipment and intangible assets 27
Note 5. Bank loans and borrowings 27
Note 6. Segment reporting 28
Note 7. Earnings per share 29
Note 8. Share option plan 30
Note 9. Equity and dividends 30
Note 10. Related party transactions 31

Consolidated balance sheet (unaudited)

(EUR thousand)	30.06.2023	31.12.2022
ASSETS
Current assets
Cash and cash equivalents	6 111	7 448
Trade and other receivables	17 298	11 661
Corporate income tax prepayment	144	49
Inventories	259	286
Total current assets	23 813	19 444
Non-current assets
Other receivables and investments	1 580	1 580
Deferred tax asset	69	60
Investments in joint ventures	690	1 017
Investments in associates	2 030	2 279
Property, plant and equipment (Note 4)	9 165	8 736
Intangible assets (Note 4)	66 982	66 720
Total non-current assets	80 517	80 392
TOTAL ASSETS	104 330	99 836
LIABILITIES
Current liabilities
Borrowings (Note 5)	2 558	3 393
Trade and other payables	25 734	19 004
Corporate income tax payable	82	25
Total current liabilities	28 375	22 422
Non-current liabilities
Long-term borrowings (Note 5)	22 852	21 948
Other long-term liabilities	41	43
Total non-current liabilities	22 893	21 991
TOTAL LIABILITIES	51 268	44 413
EQUITY
Minority interest	0	147
Capital and reserves attributable to equity holders of parent company:
Share capital (Note 9)	18 478	18 478
Share premium	14 277	14 277
Treasury shares (Note 9)	(1 057)	(334)
Reserves (Note 9)	2 275	2 059
Retained earnings	19 089	20 796
Total capital and reserves attributable to equity holders of parent company	53 062	55 276
TOTAL EQUITY	53 062	55 423
TOTAL LIABILITIES AND EQUITY	104 330	99 836

Consolidated statement of comprehensive income (unaudited)

(EUR thousand)	Q2 2023	Q2 2022	6M2023	6M2022	12 months 2022
Sales	18 528	16 409	35 283	29 836	64 141
Cost of sales	(14 107)	(12 407)	(27 748)	(23 441)	(48 185)
Gross profit	4 422	4 002	7 535	6 395	15 956
Other income	110	198	181	317	789
Marketing expenses	(791)	(783)	(1 362)	(1 437)	(2 979)
Administrative expenses	(2 376)	(2 170)	(4 927)	(4 317)	(8 823)
Other expenses	(120)	(43)	(140)	(85)	(146)
Operating profit /(loss)	1 245	1 205	1 287	873	4 797
Interest income	10	9	19	19	36
Interest expenses	(347)	(178)	(677)	(347)	(738)
Other finance income/(costs)	(11)	210	(21)	197	179
Net finance cost	(347)	41	(679)	(131)	(523)
Profit/(loss) on shares of joint ventures	(242)	(87)	(795)	(220)	(242)
Profit/(loss) on shares of associates	2	143	130	273	325
Profit /(loss) before income tax	658	1 302	(57)	794	4 357
Income tax expense	(46)	(31)	(62)	(36)	(302)
Net profit /(loss) for the reporting period	612	1 271	(118)	759	4 055
Net profit /(loss) for the reporting period attributable to
Equity holders of the parent company	613	1 272	(120)	761	4 048
Minority interest	(1)	(1)	2	(2)	7
Total comprehensive income /(loss)	612	1 271	(118)	759	4 055
Comprehensive income /(loss) for the reporting period attributable to
Equity holders of the parent company	613	1 272	(120)	761	4 048
Minority interest	(1)	(1)	2	(2)	7
Earnings per share (euro) (Note 7)
Basic earnings per share	0.0205	0.0419	(0.0040)	0.0251	0.1335
Diluted earnings per share	0.0199	0.0405	(0.0039)	0.0242	0.1294

Consolidated statement of changes in equity (unaudited)

	Attributable to equity holders of parent company
(EUR thousand)	Share capital	Share premium	Treasury shares	Reserves	Retained earnings	Total	Minority interest	Total equity
Balance on 31.12.2021	18 478	14 277	(384)	1 920	19 261	53 552	140	53 692
Increase of statutory reserve capital	0	0	0	110	(110)	0	0	0
Share options	0	0	22	18	26	66	0	66
Dividends paid	0	0	0	0	(2 425)	(2 425)	0	(2 425)
Total transactions with owners	0	0	22	128	(2 509)	(2 359)	0	(2 359)
Net profit /(loss) for the reporting period	0	0	0	0	761	761	(2)	759
Total comprehensive income /(loss) for the reporting period	0	0	0	0	761	761	(2)	759
Balance on 30.06.2022	18 478	14 277	(362)	2 048	17 513	51 954	138	52 092
Balance on 31.12.2022	18 478	14 277	(334)	2 059	20 796	55 276	147	55 423
Increase of statutory reserve capital	0	0	0	200	(200)	0	0	0
Share options	0	0	277	16	101	394	0	394
Purchase of treasury shares	0	0	(1 000)	0	0	(1 000)	0	(1 000)
Dividends paid	0	0	0	0	(1 488)	(1 488)	0	(1 488)
Total transactions with owners	0	0	(723)	216	(1 587)	(2 094)	0	(2 094)
Net profit /(loss) for the reporting period	0	0	0	0	(120)	(120)	2	(118)
Total comprehensive income /(loss) for the reporting period	0	0	0	0	(120)	(120)	2	(118)
Transactions with minority interest	0	0	0	0	0	0	(149)	(149)
Balance on 30.06.2023	18 478	14 277	(1 057)	2 275	19 089	53 062	0	53 062

Consolidated cash flow statement (unaudited)

(EUR thousand)	6M2023	6M2022	12 months 2022
Cash flows from operating activities
Operating profit /(loss) for the reporting year	1 287	873	4 797
Adjustments for (non-cash):
Depreciation and amortisation (Note 4)	2 265	1 959	4 084
(Gain)/loss on sale, write-down and impairment of property, plant and equipment	(4)	2	29
Change in value of share option	16	18	29
Cash flows from operating activities:
Trade and other receivables	(5 409)	(1 385)	(1 939)
Inventories	26	(27)	(9)
Trade and other payables	6 885	1 572	2 188
Income tax paid	(108)	(262)	(401)
Interest paid	(540)	(181)	(767)
Net cash generated from operating activities	4 420	2 569	8 011
Cash flows from investing activities
Acquisition of subsidiaries/ associates (less cash acquired) and other investments / cash paid-in equity-accounted investees	(949)	(1 971)	(7 632)
Receipts of other investments	13	10	10
Interest received	2	1	2
Purchase of property, plant and equipment and intangible assets (Note 4)	(1 232)	(2 335)	(3 748)
Proceeds from sale of property, plant and equipment and intangible assets	3	40	66
Loans granted	0	(30)	(30)
Loan repayments received	0	86	86
Dividends received	674	601	601
Net cash used in investing activities	(1 489)	(3 598)	(10 645)
Cash flows from financing activities
Dividends paid	(1 488)	(2 425)	(2 425)
Payment of lease liabilities	(940)	(851)	(1 751)
Loans received / Repayments of bank loans (Note 5)	(840)	136	3 296
Purchases of treasury shares	(1 000)	0	0
Net cash used in financing activities	(4 268)	(3 140)	(880)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(1 337)	(4 169)	(3 514)
Cash and cash equivalents at the beginning of the period	7 448	10 962	10 962
Cash and cash equivalents at the end of the period	6 111	6 793	7 448

SELECTED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1. General information

The main fields of activity of AS Ekspress Grupp and its subsidiaries include online media, publishing of newspapers, magazines and books. AS Ekspress Grupp (registration number 10004677, address: Narva mnt 13, 10151 Tallinn) is a holding company registered and operating in the Republic of Estonia. The Group consists of the subsidiaries, joint ventures and associates listed below.

The Management Board approved and signed these financial statements on 27 July 2023. The interim consolidated financial statements of AS Ekspress Grupp (hereinafter the Group) reflect the results of operations of the following group companies.

Company name	Status	Ownership interest 30.06.2023	Ownership interest 31.12.2022	Main field of activity	Domicile
Operating segment: corporate functions
Ekspress Grupp AS	Parent company			Holding company and support services	Estonia
Ekspress Finants OÜ	Subsidiary	-	100%	Financing and book-keeping services (merged with Ekspress Grupp AS on 28.06.2023)	Estonia
Operating segment: media (online and print media)
Delfi Meedia AS	Subsidiary	100%	100%	Online media, publishing of daily and weekly newspapers	Estonia
Delfi A/S	Subsidiary	100%	100%	Online media	Latvia
D Screens SIA	Subsidiary	100%	100%	Sale of outdoor advertising	Latvia
Biļešu Paradīze SIA	Subsidiary	100%	100%	Operation of the electronic ticket platform and box offices	Latvia
Altero SIA	Associate	25.48%	25.48%	Financial comparison and brokerage platform	Latvia
Delfi UAB	Subsidiary	100%	100%	Online media	Lithuania
Naujienų agentūra Elta UAB	Subsidiary	100%	100%	News agency	Lithuania
Sport Media UAB	Subsidiary	51%	51%	Currently dormant	Lithuania
Satyre UAB	Subsidiary	100%	100%	Holding company	Lithuania
Lrytas UAB	Subsidiary	100%	100%	Online media	Lithuania
Hea Lugu OÜ	Subsidiary	100%	83%	Book publishing	Estonia
Eesti Audioraamatute Keskus OÜ	Associate	33.33%	33.33%	Production and sale of audio books	Estonia
Digital Matter UAB	Subsidiary	100%	100%	Online advertising solutions and network	Lithuania
Digital Matter SIA	Subsidiary	100%	100%	Online advertising solutions and network	Latvia
Videotinklas UAB	Subsidiary	100%	100%	Production studio for content creation	Lithuania
Geenius Meedia OÜ	Subsidiary	100%	100%	Online media and publishing magazines	Estonia
Linna Ekraanid OÜ	Subsidiary	100%	100%	Sale of digital outdoor advertising	Estonia
Babahh Media OÜ	Subsidiary	-	100%	Sale of video production, media and infrastructure solutions (liquidated on 05.04.2023)	Estonia
Õhtuleht Kirjastus AS	Joint venture	50%	50%	Newspaper and magazine publishing	Estonia
Express Post AS	Joint venture	50%	50%	Home delivery of periodicals (until 3 July 2023) and call centre services	Estonia
Kinnisvarakeskkond OÜ	Associate	49%	49%	Development of a real estate portal	Estonia

Note 2. Bases of preparation

The consolidated interim financial statements of AS Ekspress Grupp for the 2nd quarter and first half-year ended on 30 June 2023 have been prepared in accordance with IAS 34 "Interim Financial Reporting". The condensed interim consolidated financial statements should be read together to the annual report for the financial year ended on 31 December 2022.

The Management Board estimates that the interim consolidated financial statements for the 2nd quarter and first half-year 2023 present a true and fair view of the Group's operating results, and all group companies are going concerns. These interim financial statements have neither been audited nor reviewed in any other way by auditors. These consolidated interim financial statements are presented in thousands of euros, unless otherwise indicated.

The accounting policies used for preparation of theses financial statements are the same as those used for preparation of the Group's consolidated annual report for the year ended 31 December 2022.

Note 3. Risk management

The management of financial risks is an essential and integral part in managing the business processes of the Group. The ability of the management to identify, measure and verify different risks has a substantial impact on the profitability of the Group. The risk is defined by the management of the Group as a possible negative deviation from the expected financial performance.

Several financial risks are related to the activities of the Group, of which the more substantial ones include credit risk, liquidity risk, market risk (including foreign exchange risk, interest rate risk and price risk), operational risk and capital risk.

The risk management of the Group is based on the requirements established by the Tallinn Stock Exchange, Financial Supervision Authority and other regulatory bodies, compliance with the generally accepted accounting standards and good practice, internal regulations and policies of the Group and its subsidiaries. The management of risks at the Group level includes the definition, measurement and control of risks. The Group's risk management programme focuses on unpredictability of financial markets and finding of possibilities to minimise the potential negative impacts arising from this on the Group's financial activities.

The main role upon the management of risks is vested in the management boards of the Parent and its subsidiaries. The Group assesses and limits risks through systematic risk management. For managing financial risks, the management of the Group has engaged the financial unit of the Group that deals with the financing of the Parent Company and its subsidiaries and hence also managing of liquidity risk and interest rate risk. The risk management at the joint ventures is performed in cooperation with the other shareholder of joint ventures.

More information about risk management on the website of AS Ekspress Grupp.

Note 4. Property, plant and equipment and intangible assets

	Property, plant and equipment		Intangible assets
(EUR thousand)	6M2023	6M2022	6M2023	6M2022
Balance at beginning of the period
Cost	17 324	14 493	89 406	82 081
Accumulated depreciation and amortisation	(8 588)	(6 529)	(22 686)	(21 274)
Carrying amount	8 736	7 964	66 720	60 807
Acquisitions and improvements	1 833	2 509	1 320	910
Disposals (at carrying amount)	0	(8)	0	0
Write-down, write-off and impairment of non current assets	(54)	(144)	(144)	(76)
Reclassification	0	(13)	0	0
Acquired through business combinations	0	0	0	125
Depreciation and amortisation	(1 350)	(1 209)	(915)	(750)
Balance at end of the period
Cost	18 991	16 699	90 633	83 090
Accumulated depreciation and amortisation	(9 826)	(7 599)	(23 651)	(22 073)
Carrying amount	9 165	9 100	66 982	61 017

Note 5. Bank loans and borrowings

		Repayment term
(EUR thousand)	Total amount	Up to 1 year	Between 1-5 years
Balance as of 30.06.2023
Long-term bank loans	13 805	1 547	12 258
Notes	5 000	0	5 000
Lease liability	6 605	1 011	5 594
Total	25 410	2 558	22 852
Balance as of 31.12.2022
Long-term bank loans	14 646	1 728	12 918
Notes	5 000	0	5 000
Lease liability	5 695	1 665	4 030
Total	25 341	3 393	21 948

Note 6. Segment reporting

Operating segments have been specified by the management on the basis of the reports monitored by the Management Board of the Parent Company AS Ekspress Grupp. The Management Board considers the business from the company perspective.

Media segment: management of online news portals and classified portals, advertising sales in own portals in the Baltics and publishing of newspapers, magazines, customer and advertising fliers, publishing and publication of books as well as sale of digital outdoor advertising in Estonia and Latvia. The media segment also includes organisation of the technology and innovation conference Login in Lithuania and operation of the electronic ticket sales platform and box offices in Latvia and Estonia, and production studio for content creation in Lithuania.

This segment includes subsidiaries Delfi Meedia AS (Estonia), AS Delfi (Latvia), UAB Delfi (Lithuania), OÜ Hea Lugu (Estonia), D Screens SIA (Latvia), Digital Matter (Lithuania, Estonia, Latvia), Linna Ekraanid OÜ (Estonia), SIA Biļešu Paradīze (Latvia), Videotinklas UAB (Lithuania), News agency ELTA UAB (Lithuania – since May 2022), Lrytas UAB (Lithuania – since December 2022) and Geenius Meedia OÜ (Estonia).

The revenue of the media segment is derived from sale of advertising banners and other advertising space and products and digital subscriptions in its own portals in Estonia, Latvia and Lithuania. Sale of advertising space in newspapers and magazines, revenue from subscriptions and single copy sales of newspapers and magazines. Sale of books and miscellaneous book series, services fees for preparation of customer fliers and other projects. In addition, sale of digital outdoor advertising and electronic ticket sales platforms in Estonia and Latvia.

The Group's corporate functions are shown separately, and they do not form a separate business segment. It includes the Parent Company AS Ekspress Grupp, which provides legal advisory, accounting services and IT services to its group companies.

The Management Board assesses the performance of the operating segments based on revenue, EBITDA and the EBITDA margin. Internal management fees and goodwill impairment are not included in segment results.

According to the estimate of the Parent Company's management, the inter-segment transactions have been carried out on an arm's length basis and they do not differ significantly from the conditions of the transactions concluded with third parties.

Q2 2023 (EUR thousand)	Media	Corporate functions	Eliminations	Total Group
Sales to external customers	18 222	307	0	18 528
Inter-segment sales	545	775	(1 320)	0
Total segment sales	18 766	1 081	(1 320)	18 528
EBITDA	2 643	(240)	(4)	2 399
EBITDA margin	14%			13%
Depreciation				1 154
Operating profit /(loss)				1 245
Investments				1 505

AS Ekspress Grupp

Consolidated Interim Report for Q2 and 6 months of 2023

Q2 2022 (EUR thousand)	Media	Corporate functions	Eliminations	Total Group
Sales to external customers	16 045	364	0	16 409
Inter-segment sales	17	726	(743)	0
Total segment sales	16 062	1 090	(743)	16 409
EBITDA	2 501	(261)	(24)	2 216
EBITDA margin	16%			14%
Depreciation				1 011
Operating profit /(loss)				1 205
Investments				1 563

6M 2023 (EUR thousand)	Media	Corporate functions	Eliminations	Total Group
Sales to external customers	34 578	705	0	35 283
Inter-segment sales	1 056	1 602	(2 658)	0
Total segment sales	35 634	2 308	(2 658)	35 283
EBITDA	4 121	(561)	(8)	3 552
EBITDA margin	12%			10%
Depreciation				2 265
Operating profit /(loss)				1 287
Investments				3 153

6M 2022 (EUR thousand)	Media	Corporate functions	Eliminations	Total Group
Sales to external customers	29 092	743	0	29 836
Inter-segment sales	52	1 438	(1 490)	0
Total segment sales	29 144	2 182	(1 490)	29 836
EBITDA	3 394	(491)	(70)	2 832
EBITDA margin	12%			9%
Depreciation				1 959
Operating profit /(loss)				873
Investments				3 419

Note 7. Earnings per share

Basic earnings per share have been calculated by dividing the profit attributable to equity holders of the Parent Company by the weighted average number of shares outstanding during the period. Treasury shares owned by the Parent Company are not taken into account as shares outstanding.

Diluted earnings per share have been calculated by dividing the profit attributable to equity holders of the Parent Company by the weighted average number of shares outstanding during the period, taking into account the number of shares potentially issued. Treasury shares owned by the Parent Company are not taken into account as shares outstanding.

AS Ekspress Grupp

Consolidated Interim Report for Q2 and 6 months of 2023

EUR	Q2 2023	Q2 2022	6M2023	6M2022	12 months 2022
Profit / (loss) attributable to equity holders	613 419	1 271 208	(120 146)	760 350	4 047 812
Average number of ordinary shares at the end of the period	29 920 506	30 308 891	30 062 452	30 296 193	30 320 378
Number of ordinary shares potentially issued as the part of option program at the end of the period	958 617	1 064 071	958 617	1 064 071	958 617
Basic earnings per share	0.0205	0.0419	(0.0040)	0.0251	0.1335
Diluted earnings per share	0.0199	0.0405	(0.0039)	0.0242	0.1294

Note 8. Share option plan

Program approved in 2020

In September 2020, the General Meeting of Shareholders approved a new share option plan for the management of AS Ekspress Grupp and its group companies for the period 2021-2023. As of 30 June 2023 total amount of share options granted was 959 thousand (31.12.2022: 959 thousand), each giving a right to acquire one share at the nominal price (currently 60 euro cents) of the shares at the time of the issuing the options.

The options are vesting proportionally 1/3 per year over three-year period. The exercise of the options and issue of the shares shall be performed by means of an increase of the share capital of AS Ekspress Grupp and issue of new shares that shall take place in Q1 2024. As of 30 June 2023 the number of options issued is 799 thousand.

Upon approving the share option, the option was recognised at its fair value and recognised on the one hand in the profit or loss statement as labour cost and, on the other hand, as a share option reserve in equity. As of 30 June 2023 this reserve totalled EUR 81 thousand (31.12.2022 EUR 65 thousand).

Program approved in 2022

In February 2022,the General Meeting of Shareholders approved a new share option plan that entitled the option holders to acquire the shares of AS Ekspress Grupp in exchange for the underlying asset of the options issued by Geenius Meedia OÜ in 2020. 371 thousand options were issued within the share option plan, each of which grants the right to receive one share of the company free of charge. All options were exercised in May 2023 in exchange for the own shares of Ekspress Grupp. The program enabled AS Ekspress Grupp to comply with the commitment arising from the purchase and sale agreement of the shares of Geenius Meedia OÜ entered into on 17 December 2021.

Note 9. Equity and dividends

Share capital

As of 30 June 2023, the company's share capital is EUR 18 478 105 (31.12.2022: EUR 18 478 105), which is divided into 30 796 841 (31.12.2022: 30 796 841) shares with the nominal value of 0.60 euros per share.

The maximum amount of share capital as stipulated by the articles of association is EUR 25 564 656.

Treasury shares

At the end of 2022, the Group had 447 076 treasury shares. During the reporting period, the Group has made the following transactions:

• In March 2023, within the framework of the share buyback program, AS Ekspress Grupp bought back 588 235 shares at a price of 1.70 euros per share in the total amount of EUR 1.0 million on 9 March 2023.
• In May 2023, within the framework of the share option plan the option owners were transferred 370 945 shares. As a result, the balance of treasury shares decreased by EUR 277 thousand in the Group's balance sheet.

As of 30 June 2023, the Company had 664 366 treasury shares (31.12.2022: 447 076) in the total amount of EUR 1 057 thousand (31.12.2022: EUR 334 thousand).

The total amount of the nominal value of the treasury shares owned by AS Ekspress Grupp may not exceed 1/10 of its share capital.

Dividends

At the regular general meeting of shareholders of AS Ekspress Grupp held on 4 May 2023, it was decided to pay a dividend of 5 euro cents per share in the total amount of EUR 1.49 million. Dividends were paid to shareholders on 24 May 2023.

As of 30 June 2023, it is possible to distribute dividends without income tax payment in the total amount of EUR 21.3 million.

Note 10. Related party transactions

Transactions with related parties are transactions with Key Management Personnel and companies controlled by the Key Management Personnel, associates and joint ventures. The Key Management Personnel are members of the Group's and Group companies' Supervisory Board and Management Board.

The ultimate controlling individual of AS Ekspress Grupp is Hans H. Luik.

The Group has purchased from (goods for resale, manufacturing materials, non-current assets) and sold its goods and services to (lease of non-current assets, management services, other services) to the following related parties.

(EUR thousand)	6M2023		30.06.2023		31.12.2022
	Sales	Purchases	Receivables	Payables	Receivables	Payables
Companies controlled by the Key Management Personnel	98	1 513	717	295	712	171
Associates	61	7	117	2	133	1
Joint ventures	667	869	62	218	166	236
Total	826	2 389	896	515	1 011	408

(EUR thousand)	6M2022		30.06.2022		31.12.2021
	Sales	Purchases	Receivables	Payables	Receivables	Payables
Companies controlled by the Key Management Personnel	66	1 437	712	243	717	252
Associates	77	1	160	0	192	0
Joint ventures	720	1 042	129	201	145	226
Total	863	2 480	1 001	444	1 055	478

Management Board's confirmation of the Group's interim financial statements

The Management Board confirms that the management report and interim consolidated financial statements of AS Ekspress Grupp disclosed on pages 3 to 34 present a true and fair view of the key events which have occurred during the reporting period and their effect on the Group's financial position, results and cash flows, and they include a description of major risks and related party transactions of great significance.

Mari-Liis Rüütsalu	chairman of the Management Board	signed digitally	27.07.2023
Signe Kukin	member of the Management Board	signed digitally	27.07.2023
Karl Anton	member of the Management Board	signed digitally	27.07.2023

BRIEF OVERVIEW OF THE GROUP

Ekspress Grupp with its more than 30-year history is the leading media group in the Baltic States that owns five media companies in Estonia, Latvia and Lithuania. In addition, the Group owns several portals and companies providing digital entertainment solutions. It organises cultural and sports as well as other events on socially important topics in all Baltic States. The key focus is to provide the best solutions to media consumers, advertising customers and cooperation partners using modern digital solutions and services.

• Key activity: production of journalistic content and sale of advertisements to digital platforms in all Baltic States. Publishing of newspapers, magazines and books in Estonia.
• Key activities are supported by IT development, solutions of audio-visual production, rental of advertising space, home delivery of paper periodicals.
• Development of digital business lines: At the end of 2022, digital products/services contributed 78% to the Group's total revenue (2021: 76%).
• Management of the ticket sales platformand ticket sales sites in Estonia and Latvia.
• Advertising sales on digital outdoor screens in Estonia and Latvia.
• Importance of organisation ofentertainment events and thematic conferenceswill increase.

The customers of Ekspress Grupp are divided into three major groups:

• Consumers of media content (both retail and business customers),
• Advertising buyers,
• Other private and legal customers that buy the services of group companies.

The shares of AS Ekspress Grupp have been listed on NASDAQ Tallinn Stock Exchange since 5 April 2007. The key shareholder is Hans H. Luik, whose ownership interest as the final beneficiary through various entities is 73.23%.

Ekspress Grupp in figures (2022)

*Brands that AS Ekspress Grupp owns or has invested in

*Detailed information about our brands and businesses on the website of AS Ekspress Grupp