Resolutions of the Annual General Meeting of Shareholders of AS Ekspress Grupp held on 2 May 2022
May 02 2022 - 4:53AM
Resolutions of the Annual General Meeting of Shareholders of AS
Ekspress Grupp held on 2 May 2022
On 2 May 2022, the Annual General Meeting of the
Shareholders of AS Ekspress Grupp was held in Tallinn, Narva
road 13.
Out of 30 304 713 votes with voting
rights, 25 497 832 votes were represented at the Meeting, i.e.
84.14% of the votes.
The General Meeting of the Shareholders of AS Ekspress
Grupp adopted the following resolutions.
1. The approval of the 2021 annual report of AS Ekspress
Grupp
To approve the 2021 annual report of AS Ekspress
Grupp for the financial year from 1st of January 2021 to 31st of
December 2021.
2. The approval of the proposal
for distribution of profits
To approve the Profit Distribution Proposal for 2021. To
distribute total EUR 2.24 million as follows:
- to increase statutory reserve by EUR 0.11 million;
- to pay dividends 8 (eight) euro cents per share in total amount
of EUR 2.42 million, of which EUR 2.13 million is distributed from
the 2021 profit and EUR 0.29 million distributed from the retained
earnings.
Shareholders, entered into the share register of
AS Ekspress Grupp on 16 May 2022, at the close of the business of
the settlement system, will be entitled to dividends. The day of
change of the rights related to the shares (ex-date) is on 13 May
2022; from this date onwards, the person acquiring the shares will
not have the right to receive dividends. Dividends will be paid to
the shareholders on 20 May 2022 to the shareholder’s bank account,
which is linked to the securities account.
3. Determining the acquisition of AS
Ekspress Grupp’s own shares and laying down the terms of the share
buyback program
3.1. Approve the share buyback program of AS Ekspress Grupp’s
own shares under the following terms:
- AS Ekspress Grupp shall have the right to buy back a maximum of
2 500 000 own shares whereby the total amount of the
nominal value of the treasury shares owned by the company may not
exceed 1/10 of its share capital.
- AS Ekspress Grupp shall have the right to buy back its own
shares in one or multiple transactions via buyback offer(s)
targeted at all shareholders within 12 months from the date of
adoption of this decision.
- The minimum amount to be paid for its own shares shall be EUR
0.60 per share and the maximum amount per share shall be the
closing price on the Nasdaq Tallinn Stock Exchange plus 20% but not
more than EUR 1.90 per share at the trading day preceding the
announcement of each respective buyback. The total amount payable
for the shares to be bought back pursuant to this decision shall be
up to EUR 1 million at most. The acquisition of the shares may not
lead to a reduction in net assets below the total amount of share
capital and reserves, the payment of which to the shareholders is
not be permitted under law or the articles of association.
- The purpose of the share buyback is to use the attractive
market conditions in order to create value for the shareholders.
The shares bought back will thereafter be cancelled or used for
other purposes (e.g. sale or use of shares for the option
program).
3.2. In accordance with this decision and
applicable legal acts, authorise the Management Board to decide and
carry out the share buyback, determine the share buyback price,
procedure and other conditions as well as perform all other
necessary procedures.
4. Recall of a Supervisory Board
member
To recall Mr. Aleksandras Česnavičius from the
Supervisory Board.
5. Remuneration of the member of the
Supervisory Board
To remunerate Priit Rohumaa, the Chairman of the
Supervisory Board, as follows: current monthly remuneration of EUR
1000 (gross) to be increased to EUR 3000 (gross) per month.
6. The approval of the Remuneration Policy
for the Executive Management of AS Ekspress Grupp
To approve the Remuneration Policy for the
Executive Management of AS Ekspress Grupp.
7. Election of the member of the Supervisory Board
To elect Triin Hertmann (personal code
48007170229) as the Member of the Supervisory Board for the five
years until 2 May 2027.
8. Remuneration of the member of the Supervisory
Board
To remunerate Triin Hertmann as follows: a
monthly remuneration of 1,350 euros (gross) to be paid.
The presentation used by the Management Board of
AS Ekspress Grupp at the general meeting of shareholders is
enclosed to the current announcement.
Additional information Mari-Liis Rüütsalu
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, publishing of newspapers, magazines and books. The
Group also operates an electronic ticket sales platform and ticket
sales sites in Estonia and Latvia. Ekspress Grupp that launched its
operations in 1989 employs more than 1400 people, owns leading web
media portals in the Baltic States and publishes the most popular
daily and weekly newspapers as well as the majority of the most
popular magazines in Estonia.
- 2022 05 02 AGM presentation ENG
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