Ekspress Grupp — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

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title: "Microsoft Word - Document1"
author: "Taimi Rosenberg"
date: 2026-04-13 08:40:00+00:00
processor: python-docx+mammoth
status: success

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ELECTRONIC VOTING BALLOT

FOR VOTING ON THE DRAFT RESOLUTIONS PREPARED IN RESPECT TO THE ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF AS EKSPRESS GRUPP, TAKING PLACE ON 1 JUNE 2026

Name of the shareholder	[name]
Registry code of a legal person-shareholder or personal identification code of a natural person-shareholder (date of birth, if no personal identification code available)	[code]
Name of the representative of the shareholder (for a legal person-shareholder to be always filled in; for a natural person-shareholder to be filled in only if the shareholder has authorized another person to represent itself)	[representative name]
Personal identification code of the shareholder’s representative (date of birth, if no personal identification code available) (for a legal person-shareholder to be always filled in; for a natural person-shareholder to be filled in only if the shareholder has authorized another person to represent itself)	[representative personal ID code]
Basis of representation of the shareholder’s representative, for example member of management board, procurator, power of attorney, etc. NB! Document certifying the right of representation must be submitted together with the ballot! If the right of representation is based on a registration in the Estonian commercial register, document certifying the right of representation is not required.	[basis of representation]

On the draft resolutions prepared in respect to the items on the agenda of the general meeting my votes are as follows (vote is marked by choosing either “in favour”, “opposed” or “neutral” from the drop-down list for each draft resolution):

1. Takeover of the Shares held by Minority Shareholders for monetary compensation To approve and carry out the takeover by the main shareholder of Ekspress Grupp HHL Rühm Osaühing (registry code 10743222, address Parda tn 6, 10151 Tallinn) of the shares of Ekspress Grupp held by the remaining shareholders of Ekspress Grupp (the “Minority Shareholders”) in accordance with § 3631 and § 3637 of the Commercial Code under the following conditions: (i) the compensation to be paid to the Minority Shareholders is EUR 1.26 for each share taken over; (ii) the transfer of the shares to be taken over from the Minority Shareholders to HHL Rühm Osaühing and the transfer of the compensation to the Minority Shareholders will be organized by the Estonian Register of Securities (“ERS”) on the basis of an application by the Management Board of Ekspress Grupp. The Management Board shall submit the application to ERS within one month from the adoption of this resolution. The compensation shall be paid to the Minority Shareholders simultaneously with the transfer of the shares to be taken over to HHL Rühm Osaühing.	--mark your vote--
2. Termination of trading with the Shares of Ekspress Grupp on Nasdaq Tallinn Stock Exchange To terminate the trading with the shares of Ekspress Grupp on the Baltic main list of Nasdaq Tallinn StockExchange and to submit a respective application to the Listing and Surveillance Committee of the Nasdaq Tallinn Stock Exchange.	--mark your vote--
3. Approval of the annual report of Ekspress Grupp for the financial year 2025 and the proposal for the distribution of profit To approve the annual report of Ekspress Grupp for the financial year 1 January 2025 – 31 December 2025 and the proposal for the distribution of profit. To distribute EUR 1.031 million as follows: * to increase statutory reserve by EUR 0.003 million; * the remaining EUR 1.028 million to be allocated to the retained earnings.	--mark your vote--

Please submit the filled ballot 1) signed electronically or 2) scanned with a hand-written signature and with a copy of the personal information page of the national identification document by e-mail to egrupp@egrupp.ee no later than on 31 May 2026 at 16.00.