Draft resolutions additionally submitted to the Annual General Meeting of AS Ekspress Grupp to be held on 2 May 2022
April 28 2022 - 6:37AM
Draft resolutions additionally submitted to the Annual General
Meeting of AS Ekspress Grupp to be held on 2 May 2022
On 8 April 2022, AS Ekspress Grupp released a notice on
convening an Annual General Meeting of Shareholders and on 18
April, information on the amendment of the agenda.
On 28 April 2022, the shareholders Hans Luik and
OÜ HHL Rühm submitted additional draft resolutions on item 2 and 3
of the agenda of the Annual General Meeting to be held on 2 May
2022 pursuant to § 2931 (4) of the Commercial Code as follows:
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.
According to the submitted draft resolution item
2 of the agenda the dividend per share has been increased from 5
euro cents to 8 euro cents and the total amounts from 1.52 million
euros to 2.42 million euros respectively.
Agenda item 3 draft resolution is decreasing the
total amount payable for the shares to be bought back from 2
million EUR to 1 million EUR at most.
Consequently, the two draft resolutions will be
put to the vote in the General Meeting on agenda items two and
three. The supplemented voting ballot and draft resolutions are
attached to this announcement. We kindly ask shareholders who have
already voted electronically to resubmit their votes using the
voting ballot, updated on 28 April 2022. Only the most recently
sent ballot shall be considered valid.
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.
Mari-Liis Rüütsalu AS Ekspress GruppChairman 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.
- EG_draft resolutions_ENG 2022 05 02 (updated 28.04.22)
- Voting ballot 2022 05 02 (updated 28.04.2022)
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