OREANDA-NEWS. May 5, 2012. On 4 May 2012, the  Annual General Meeting of the Shareholders of AS  Ekspress Grupp was held in Tallinn, Narva mnt 11E. 

Out of 29 796 841 votes 22 021 260 votes were represented at the Meeting, i.e. 73.90% of the votes.

Pursuant to § 303 (1) of the Commercial Code, Hans Luik’s votes were not taken into account in voting for the 5th agenda item.

The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:

Approval of the Annual Report for the Financial Year 1 January 2011 - 31 December 2011

By 22 021 260  votes, i.e. 100% of the votes in favour, to approve the Annual Report for the Financial Year 1 January 2011 - 31 December 2011 of AS Ekspress Grupp presented by the Management Board.

Approval of the 2011 Profit Distribution Proposal presented by the Management Board

By 22 021 259 votes, i.e. 100% of the votes in favour, to approve the Profit Distribution Proposal presented by the Management Board, according to which the legal reserve will be increased by 84 thousand Euros from the 2011 net profit, which is 1683 thousand Euros, and 1599 thousand Euros will be allocated to the retained earnings of the previous periods. No dividends to be paid to the shareholders.

 Extension of the authority granted to a Member of the Supervisory Board

By 22 021 260 votes, i.e. 100% of the votes in favour, to extend the authority of Harri Helmer Roschier (born 11 February 1957) as the Member of the Supervisory Board.

Appointment of the auditor and establishment of the procedure of payment

By 22 021 260 votes, i.e. 100% of the votes in favour, to appoint the audit firm AS PricewaterhouseCoopers (registry code 10142876) to perform the audit of AS Ekspress Grupp for the financial year 1 January 2012 - 31 December 2012 (consent appended hereto). The auditing services shall be paid for on the basis of the contract to be signed with the audit firm.

     5.  Approval of the transaction with the Member of the Supervisory Board

By 14 057 953 votes, i.e. 100% of the votes in favour, to authorise the Management Board to conclude a transaction with the Member of the Supervisory Board Hans Luik. The transaction consists of Hans Luik’s toleration of restriction of transfer arising from current and/or future loan agreements concluded by AS Ekspress Grupp and/or surety by Hans Luik to secure AS Ekspress Grupp’s obligations and paying Hans Luik fee for the afore-mentioned in the amount of 1.5 % a year of the obligation taken by Hans Luik until expiry of the respective restriction and/or security considering that the maximum amount of the fee payable to Hans Luik for tolerating the restriction of transfer and/or  for the security is not more than 1.5% a year of EUR 4 million.

      6.  Removal of the Member of the Supervisory Board

By 22 021 259 votes, i.e. 100% of the votes in favour, to remove Antti Mikael Partanen, born on 13 May 1969, from the Supervisory Board.

      7.  Election of the Member of the Supervisory Board

By 22 021 260 votes, i.e. 100% of the votes in favour, to elect Kari Sakari Salonen, born on 11 February 1960, as an additional Supervisory Board member.