OREANDA-NEWS. January 08, 2010. The management board of AS Ekspress Grupp (registry code 10004677, address Narva mnt 11E, 10151 Tallinn) calls the Extraordinary General Meeting of Shareholders on 28 January 2010 at 12.00.

The meeting will be held in Tallinn, in the conference hall of the Radisson SAS Hotel (Rдvala pst 3) named Hansa, which is located on the 1st floor of the hotel.

The list of the voting shareholders who have right to attend the Extraordinary General Meeting of Shareholders shall be determined on 21 January 2010 at 23.59. Registration for the meeting shall be open on the day of the meeting, at 11.30, at the place of the meeting. To register, please take a personal identification document with you. If a shareholder participates in the General Meeting of Shareholders through a representative, they must notify AS Ekspress Grupp of the appointment of the representative (and the withdrawal of the authorisation from the representative) either in writing or electronically, and in case of electronic notification, the respective document must be signed digitally. The legal representative of a legal person registered abroad must have a statement from the respective register in which the legal person is registered and which shows their right of representation. If it is not a legal representative of the legal person registered abroad, a written authorisation must be presented in addition to a statement from the register. The documents of a legal person registered abroad must be legalised or certified with an apostil.

According to the resolution of the Supervisory Board of AS Ekspress Grupp from 4 January 2010, the agenda of the General Meeting shall be as follows:

1. Increase of share capital
2. Removal of Supervisory Board members
3. Renewal of the authorisations of Supervisory Board members
4. Election of Supervisory Board members

The Supervisory Board of AS Ekspress Grupp shall make the following proposals to the shareholders:

1. Increase of share capital

To ensure the better liquidity of the companies of AS Ekspress Grupp and successfully restructure the companies of AS Ekspress Grupp, the Supervisory Board of AS Ekspress Grupp proposes the increase of the share capital of AS Ekspress Grupp by way of monetary and non-monetary contributions on the following terms and conditions:

1.1 to issue 8 896 800 new shares with the nominal value of EEK 10 per share. As a result of the increase of share capital, the new size of share capital is EEK 297 456 410;

1.2 upon the increase of share capital, the right to subscribe about 6 250 000 new shares to be given to existing shareholders of AS Ekspress Grupp and to any other interested party. The subscription rights with respect of existing shareholders, the shareholders shall have pre-emptive right to subscribe new shares in case they are fixed in the list of shareholders as at 27.01.2010 at 23.59;

1.3 about 2 646 800 new shares shall be offered directly, in the manner of that existing shareholders shall not have pre-emptive right to subscribe new shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rьhm OЬ. The deadline for the submission of a relevant declaration of intention is two weeks as of the adoption of the decision to increase share capital. As stipulated in this clause, these shares shall be paid for as a non-monetary contribution by settling the claims arising from the loan contract and bonds on 04.03.2010 at 14.00 at the latest;

1.4 the subscription of new shares shall begin on 15.02.2010 on the precondition that the Financial Supervisory Authority has approved the public offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as of the beginning of subscription, which shall presumably end on 01.03.2010. If the Financial Supervisory Authority has not approved the public offering prospectus by the designated date, AS Ekspress Grupp shall inform of the schedule of the subscription period in the same manner as the this notice to convene Extraordinary General Meeting of Shareholders was published. The Management Board of AS Ekspress Grupp shall be granted the right to extend the deadline for subscription and cancel the shares that have not been subscribed during the subscription period. The Management Board may execute aforementioned rights within 15 days as of the end of the subscription period;

1.5 in the framework of the planned public issue of shares, every existing share shall grant one subscription right. Upon the distribution of new shares in the framework of a public offering, four subscription rights grant the right for one new share. The exact principles for the allocation of new shares shall be stipulated in the prospectus, which shall also specify where and how applications can be submitted for the subscription of shares;

1.6 all new shares shall be issued with a nominal value of EEK 10 and an issue premium of a minimum of EEK 3.77 per share, and the Supervisory Board may determine a higher issue premium until the beginning of subscription;

1.7 publicly offered shares shall be paid for by way of a monetary contribution whereby the due date of payment shall be 04.03.2010 at 2.00 PM;

1.8 new shares shall grant the shareholder a right to receive dividends for the financial year that began on 01.01.2009 if the payment of dividends is decided upon.

2. Remove the Supervisory Board members Kalle Norberg, personal identification code 36605102722, and Harmo Vдrk, personal identification code 36308250347.

3. Renew the authorisations of current Supervisory Board member Hans Luik, personal identification code 36103200263, by 5 years.

4. Elect Aavo Kokk, personal identification code 36410042742, place of residence Tallinn, as a new Supervisory Board member. At present, the Supervisory Board of the Company comprises 6 members.
The shareholders whose shares represent at least 1/20 of the share capital may submit draft resolutions regarding each item on the agenda within three days at the latest prior to the General Meeting, i.e., 25.01.2010, by sending those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn 10151.

Any questions concerning the items on the agenda of the General Meeting can be sent to the e-mail address gunnar@egrupp.ee. The relevant materials concerning the Extraordinary General Meeting of Shareholders are available on the website of the company on the Internet at www.egrupp.ee.

Additional information concerning the Extraordinary General Meeting of Shareholders of AS Ekspress Grupp – draft resolutions.

28 January 2010
Agenda of the Extraordinary General Meeting of Shareholders shall be as follows:

1. Increase of share capital
2. Removal of Supervisory Board members
3. Renewal of the authorisations of Supervisory Board members
4. Election of Supervisory Board members

AS EKSPRESS GRUPP
Extraordinary General Meeting of Shareholders

DECISION no 1 (draft)

Tallinn, 28 January 2010

Pursuant to clause 298(1)2) and subsection 345(1) and (4) and subsection 347(3) of the Estonian Commercial Code, the General Meeting decides:

To increase the share capital of AS Ekspress Grupp by way of monetary and non-monetary contributions on the following terms and conditions:

i. to issue 8 896 800 new shares with the nominal value of EEK 10 per share. As a result of the increase of share capital, the new size of share capital is EEK 297 456 410;
ii. upon the increase of share capital, the right to subscribe about 6 250 000 new shares to be given to existing shareholders of AS Ekspress Grupp and to any other interested party. The subscription rights with respect of existing shareholders, the shareholders shall have pre-emptive right to subscribe new shares in case they are fixed in the list of shareholders as at 27.01.2010 at 23.59;
iii. about 2 646 800 new shares shall be offered directly, in the manner of that existing shareholders shall not have pre-emptive right to subscribe new shares. The shares shall be issued to ING Luxembourg S.A. and HHL Rьhm OЬ. The deadline for the submission of a relevant declaration of intention is two weeks as of the adoption of the decision to increase share capital. As stipulated in this clause, these shares shall be paid for as a non-monetary contribution by settling the claims arising from the loan contract and bonds on 04.03.2010 at 14.00 at the latest;
iv. the subscription of new shares shall begin on 15.02.2010 on the precondition that the Financial Supervisory Authority has approved the public offer prospectus of AS Ekspress Grupp and it shall take place in two weeks as of the beginning of subscription, which shall presumably end on 01.03.2010. If the Financial Supervisory Authority has not approved the public offering prospectus by the designated date, AS Ekspress Grupp shall inform of the schedule of the subscription period in the same manner as the this notice to convene Extraordinary General Meeting of Shareholders was published. The Management Board of AS Ekspress Grupp shall be granted the right to extend the deadline for subscription and cancel the shares that have not been subscribed during the subscription period. The Management Board may execute aforementioned rights within 15 days as of the end of the subscription period;
v. in the framework of the planned public issue of shares, every existing share shall grant one subscription right. Upon the distribution of new shares in the framework of a public offering, four subscription rights grant the right for one new share. The exact principles for the allocation of new shares shall be stipulated in the prospectus, which shall also specify where and how applications can be submitted for the subscription of shares;
vi. all new shares shall be issued with a nominal value of EEK 10 and an issue premium of a minimum of EEK 3.77 per share, and the Supervisory Board may determine a higher issue premium until the beginning of subscription;
vii. publicly offered shares shall be paid for by way of a monetary contribution whereby the due date of payment shall be 04.03.2010 at 2.00 PM;
viii. new shares shall grant the shareholder a right to receive dividends for the financial year that began on 01.01.2009 if the payment of dividends is decided upon.

DECISION no 2 (draft)

Tallinn, 28 January 2010

Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:

Remove the Supervisory Board members Kalle Norberg, personal identification code 36605102722, and Harmo Vдrk, personal identification code 36308250347.

DECISION no 3 (draft)

Tallinn, 28 January 2010

Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:

Renew the authorisations of current Supervisory Board member Hans Luik, personal identification code 36103200263, by 5 years.

DECISION no 4 (draft)

Tallinn, 28 January 2010

Pursuant to clause 298(1)4) of the Estonian Commercial Code, the General Meeting decides:

Elect Aavo Kokk, personal identification code 36410042742, place of residence Tallinn, as a new Supervisory Board member. At present, the Supervisory Board of the Company comprises 6 members.