Ekspress Grupp — AGM Information 2021

Jun 18, 2021

Additional information for the Extraordinary General Meeting of Shareholders – draft resolutions

AS EKSPRESS GRUPP Extraordinary General Meeting of Shareholders Tallinn, 13th of July, 2021

RESOLUTION No. 1 (draft)

The General Meeting has adopted the following resolution:

• 1. Give the Management Board of Ekspress Grupp its assent and authorise the Management Board of Ekspress Grupp to conclude a share sales agreement according to which Ekspress Grupp will sell all shares that it owns in Printall (registry code 10092701) to Trükitung OÜ (registry code 16253878), which is a company under control of the member of the Supervisory Board of Ekspress Grupp, Hans Luik. The share sales agreement will be concluded under the following basic conditions:
• 1) The share sales agreement is based on enterprise value of EUR 10 million, i.e. as at the closing available cash will be added and loan obligations will be deducted from the aforesaid amount;
• 2) EUR 1 million of the sales price will depend on the results of the financial year 2025 of Printall, including the deferred part of the sales price in the amount of EUR 700,000 which will be paid after the financial results of Printall in 2025 are known;
• 3) Ekspress Grupp and Printall will continue their cooperation.
• 1. The Management Board of Ekspress Grupp has the right, at its discretion, to determine the remaining conditions of the share sales agreement, while considering the interests of Ekspress Grupp.
• 1. Authorise the Management Board of Ekspress Grupp to conclude all transactions and perform all operations that are necessary for conclusion and execution of the sales agreement.