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

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On 29 April 2025, AS Ekspress Grupp published a notice convening the Annual General Meeting. Due to the resignation 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 293¹ (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 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
mariliis.ryytsalu@egrupp.ee

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.

Attachments

• EG_draft resolutions_ENG 2025 05 23_v2
• Voting ballot 2025 05 23_v2
• CV Virkebau ENG