The extraordinary general meeting of shareholders of AS Ekspress Grupp
(registry code 10004677, address Narva Hwy 11e, 10151 Tallinn) was held on 12
December 2008, and the following resolutions were adopted:
1. Increase of share capital
To increase the share capital of the Company in the following conditions:
1) To increase the share capital of the Company with supplementary
contributions by 18,777,600 kroons by issuing 1,877,760 new shares with the
nominal value of 10 kroons a share. The new amount of share capital shall be
208,488,410 kroons.
2) The new shares shall be issued with an issue premium with the amount of 5
kroons a share. For one share in total 15 kroons shall be paid.
3) Subscription of shares for the purposes of section 345 of the Commercial
Code shall be excluded, but every person who as at 05.01.2009 at 23:59 o'clock
has been entered in the share register of the Company has the right of
subscription of shares pursuant to terms and conditions set forth in this
resolution. No other person shall have the right of subscription of shares.
4) The minimum amount of shares for one subscriber allowed to be subscribed for
is 52,160. If a person has subscribed for shares in a smaller amount, then the
subscription shall not be taken into account, shares shall not be issued to him
and he is not deemed to be a subscriber for the purposes of this resolution.
5) Shares shall be paid for by making a monetary contribution within the period
of subscription set forth in clause 7 to the Company's bank account no.
10002022763009 in SEB Bank(.IBAN: EE351010002022763009; BIC: EEUHEE2X). In the
transfer order the following data shall be specified:
i. name of the subscriber;
ii. personal identification or registry code;
iii. the amount of subscribed shares;
iv. in the details there shall be the following specification: “contribution
for subscribed shares”
Upon payment for shares, the subscriber shall be deemed to be accepted the
terms and conditions set forth in this resolution.
6) Subscription of new shares shall be carried out by paying for them pursuant
to clause 5. Shares shall be deemed to be subscribed, if the issue price paid
by the subscriber has been transferred to the Company's bank account specified
in clause 5.
7) The period of subscription of new shares shall be from 06.01.2009 to
12.01.2009 at 23:59 o'clock. Within the indicated period the issue price paid
by the subscriber shall be transferred to the Company's bank account specified
in clause 5.
8) On 20.01.2009 the shares of the Company subscribed by a subscriber shall be
transferred to the securities account, where there are the Company's shares
already owned by the subscriber. If there is more than one of such accounts
then the management board of the Company shall choose to which securities
account the subscribed shares shall be transferred.
9) If the number of shares subscribed is larger than the total amount of issued
shares, then shares shall be issued to the subscribers pursuant to the
following principles:
a. If there are 36 subscribers, then each subscriber shall be issued 52,160
shares, regardless of the number of shares subscribed by them.
b. If there are more than 36 subscribers, then shares shall only be issued to
these 36 subscribers who as at the fixed moment own the most shares of the
Company. To each of the said subscribers 52,160 shares shall be issued,
regardless of the number of shares subscribed by them. No shares shall be
issued to the rest of the subscribers.
c. If there are less than 36 subscribers and the number of shares subscribed by
them exceeds the total amount of issued shares which is specified in clause 1,
then to each subscriber 52,160 shares plus a supplementary number of shares in
proportion to the number of shares which exceed the 52,160 shares subscribed by
a subscriber shall be issued. Therefore, the number of shares issued to a
subscriber shall be calculated pursuant to the following formula:
A= 52160 + _B-52160___ * (1877760 - D*52160)
C- D*52160
where
A - number of shares issued to a subscriber;
B - number of shares subscribed by a subscriber;
C - number of shares subscribed by all subscribers;
D - number of subscribers
10) The contribution made upon subscription of shares shall be refunded in the
respective part within 15 days after the termination of the subscription period
to the same bank account from which it was made, if, pursuant to this
resolution, shares are not issued or not all the shares which the subscriber
has subscribed for are issued.
11) The shares issued shall give the right to receive dividends for the
financial year of 2009 and from then on.
12) The management board of the Company shall have the right to extend the
period of subscription of new shares or to cancel the new shares which have not
been subscribed during the subscription period or which in case of
oversubscription will be left over because of rounding of distribution ratio of
shares. The management board may execute the indicated rights within 10 days
after the termination of the subscription period.
2. Election of an auditor and determination of remuneration to auditor
To confirm the audit firm
PricewaterhouseCoopers as the auditor of AS Ekspress Group and to pay
remuneration to the auditor pursuant to the contract to be concluded with them.
3. Removal of a member of the supervisory board
To remove Selle Luik from the position of a member of the supervisory board.
4. Election of members of the supervisory board
To elect the following persons as
members of the supervisory board:
Ville Jehe, personal identification code 36910010325, place of residence Tallinn
Antti Mikael Partanen, personal identification code 130569-171R, place of
residence Tuusula, the Finland Republic
5. Change of a fee for the chairman of the supervisory board
To terminate from 2009 the payment of the fee for a member of the supervisory
board for the chairman of the supervisory board Viktor Mahhov.
Priit Leito
Manager
AS Ekspress Grupp
Tel: +372 669 8340
E-mail: priit@egrupp.ee