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DVA - Changes to the Agenda and Draft Resolutions of the Annual General Meeting of AS Ekspress Grupp on 23 May 2025

Company: Ekspress Grupp Date: 2025-05-14 Language: English Register to download

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 Changes to the Agenda and Draft Resolutions of the Annual General Meeting of AS Ekspress Grupp on 23 May 2025

# Changes to the Agenda and Draft Resolutions of the Annual General Meeting of AS Ekspress Grupp on 23 May 2025

On     29 April     2025, AS     Ekspress     Grupp     published    a    notice
(https://view.news.eu.nasdaq.com/view?id=1359001&lang=en)  convening  the Annual
General          Meeting.         Due         to         the         resignation
(https://view.news.eu.nasdaq.com/view?id=b84ceef016cf34267bf6f411c40d0be61&lang=
en&src=listed)  of the  Chairman of  the Supervisory  Board, the  agenda for the
General  Meeting scheduled for  23 May 2025 have been  amended. On 12 May 2025,
shareholders  Hans Luik and  OÜ HHL Rühm  submitted additional draft resolutions
pursuant  to Section 293(1) (4) of the Estonian Commercial Code regarding agenda
items  3 (election of a member of the Supervisory Board), 4 (remuneration of the
members  of the Supervisory Board) and 5 (recall  of a member of the Supervisory
Board) of the Annual General Meeting to be held on 23 May 2023.

Based on the above, the Annual General Meeting of AS Ekspress Grupp will take
place on 23 May 2025 with the following agenda and draft resolutions.

1. Approval of the 2024 annual report of AS Ekspress Grupp

To approve the 2024 annual report of AS Ekspress Grupp for the financial year
from 1 January 2024 to 31 December 2024.

2. Approval of the proposal for the distribution of profits

To approve the profit distribution proposal for 2024. To distribute EUR 3.25
million as follows:

  \* to pay dividends 6 (six) euro cents per share in total amount of EUR 1.86
    million;
  \* to increase statutory reserve by EUR 0.13 million;
  \* the remaining EUR 1.26 million to be allocated to retained earnings.

Shareholders entered into the share register of AS Ekspress Grupp on 6 June
2025, at the close of the business day of the settlement system, will be
entitled to dividends. The day of change of the rights related to the shares
(ex-date) is on 5 June 2025; from this date onwards, the person acquiring the
shares will not have the right to receive dividends for the financial year
2024. Dividends will be paid to the shareholders on 12 June 2025 to the
shareholder's bank account which is linked to the securities account.

3. Election of a member of the Supervisory Board

3.1. To elect Mr. Ülar Maapalu (personal code 37304142727) as a member of the
Supervisory Board for the five years until 23 May 2030.

3.2. To elect Mr. Argo Virkebau (personal code 37809100364) as a member of the
Supervisory Board for the five years until 23 May 2030.

4. Remuneration of the members of the Supervisory Board

4.1. To set the monthly fee for a member of the Supervisory Board at EUR 2000
(gross).

4.2. To set the monthly fee for a chairman of the Supervisory Board at EUR 4500
(gross).

5. Recall of a member of the Supervisory Board

5.1. To recall Triin Hertmann from the Supervisory Board.

5.2. To recall Hans Luik from the Supervisory Board.

The updated voting ballot and draft resolutions are attached to this
announcement. All documents concerning the Annual General Meeting of the
Shareholders of AS Ekspress Grupp, including draft resolutions, are available on
the homepage (https://www.egrupp.ee/en/about-group/management/general-meeting-
of-shareholders/) of AS Ekspress Grupp.

Comment from Hans H. Luik, the founder and majority shareholder of Ekspress
Grupp, on stepping down from the Supervisory Board: "New opportunities are
emerging for the distribution of the content created by Ekspress Grupp as the
market is increasingly shared between large language model providers and
conventional distribution channels. To operate successfully in the media
business, one must be capable of evaluating and negotiating rights agreements
with major international players and platforms in the nearest future. Strategic
choices related to these matters will increasingly influence the performance of
media companies. To ensure competence in the areas of media technology and legal
matters, I am putting forward candidates with the relevant expertise and prior
industry experience to represent the owners on the Supervisory Board.

I remain closely involved with Ekspress Grupp and will continue to apply my
experience in journalism by serving on the supervisory boards of the Group's
subsidiaries, as well as contributing to content creation across the Group's
various publications.

I would like to thank Priit Rohumaa, the outgoing Chairman of the Supervisory
Board, for his deeply engaged contribution over his five-year term. I also
extend my gratitude to Triin Hertmann, who is stepping down from the Supervisory
Board, for her valuable input in its work."

Mari-Liis Rüütsalu
AS Ekspress Grupp
Chairman of the Management Board
+372 512 2591
\[email protected\] (mailto:\[email protected\])

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 1,100 people.