Notice to Convene Annual General Meeting

Dear Shareholder of AS Ekspress Grupp,

At the request of the Supervisory Board, the Management Board of AS Ekspress
Grupp (registry code 10004677, registered address at Narva mnt 11E, 10151
Tallinn) is calling the Annual General Meeting of Shareholders on 30 March 2010
at 12:00 AM. The meeting shall be held in Tallinn, in Gamma conference hall of
Reval Hotel Olümpia at the address Liivalaia 33. The Annual General Meeting of
Shareholders is called in order to approve the Annual Report of financial year
2009, to allocate profits, to nominate an auditor, to make changes in the
Supervisory Board and to increase share capital. 

Registration of participants at the Annual General Meeting begins at 11:30 AM
at the place of the meeting. 

According to the resolution of the Supervisory Board of AS Ekspress Grupp from
23 February 2010, the agenda of the Annual General Meeting shall be as follows: 
1)	Approval of the Annual Report of 01.01.2009 - 31.12.2009 of AS Ekspress Grupp
2)	Allocation of profits
3)	Nomination of an auditor and determination of the procedure of remuneration
        of an auditor 
4)	Recall of members of the Supervisory Board 
5)	Election and renewal of authorities of members of the Supervisory Board 
6)	Increase of share capital

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

1.	Approval of the Annual Report of 01.01.2009 - 31.12.2009 of AS Ekspress Grupp

Approve the Annual Report of 01.01.2009 - 31.12.2009 presented by the
Management Board. 
 
2.	Allocation of profits

Cover the loss for the financial year 01.01.2009 - 31.12.2009 of EEK 189 014
000 (EUR 12 080 196) with retained earnings. Not to distribute dividends to
shareholders, not to transfer funds to reserves. 

3.	Nomination of an auditor and determination of the procedure of remuneration
of an auditor 

To nominate the company of auditors AS PricewaterhouseCoopers (registry code
10142876) to conduct the audit of the financial year of  01.01.2010 -
31.12.2010 and toremunerate the auditor according to the agreement to be
concluded with the auditor by the Management Board. 

4.	Recall of members of the Supervisory Board 

Recall the members of the Supervisory Board Mr. Kalle Norberg (personal code
36605102722) and Mr. Härmo Värk (personal code 36308250347) from the
Supervisory Board of AS Ekspress Grupp. 

5.	Election and renewal of authorities of members of the Supervisory Board 

Due the expire of the term of authority, to elect Mr. Hans H. Luik (personal
code 36103200263) for a new term as a member of the Supervisory Board of AS
Ekspress Grupp, to renew the authorisations of current member of the
Supervisory Board Mr. Viktor Mahhov (personal code 36712140214) and to elect
Mr. Aavo Kokk (personal code 36410042742) as a new member of the Supervisory
Board. 

To approve the Supervisory Board comprises of 6 members. After the changes in
the Supervisory Board, the members of the Supervisory Board are Mr. Ville Jehe,
Mr. Aavo Kokk, Mr. Hans H. Luik, Mr. Viktor Mahhov, Mr. Antti Mikael Partanen
and Mr. Harri Helmer Roschier. 

6.	Increase of share capital

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

6.1.	to issue 8 948 000 new shares with the nominal value of EEK 10 (EUR 0.64)
per share, whereby to list aforesaid shares on NASDAQ OMX Tallinn Stock
Exchange. As a result of this increase of share capital, the new size of share
capital is EEK 297 968 410 (EUR 19 051 689); 

6.2.	upon the increasing the share capital, to offer the new shares to the
existing shareholders and to new investors, whereby the existing shareholders
of AS Ekspress Grupp shall grant the subscription rights to subscribe new
shares in proportion to the sum of the nominal values of the shareholder's
share. To grant subscription rights to the shareholders fixed in the
shareholders list as at 14 April 2010 at 11:59 PM; 

6.3.	to carry out the subscription of new shares from 16 April 2010 until 3 May
2010 at 2:00 PM; 

6.4.	to grant to the existing shareholders 1 (one) subscription right per each
existing share held. 2.33 (two point thirty three) subscription rights shall
grant the right to subscribe for 1 (one) new share. In case subscription rights
do not entitle to subscribe integer number of new shares, to round down the
number of subscribable new shares to the closest integer number. The specific
allocation principles of the new shares shall be stipulated in the public
offering prospectus of AS Ekspress Grupp; 

6.5.	in case of over-subscription, not to issue shares in addition and in case
of under-subscription to cancel new shares which are not subscribed during the
subscription period or prolong the subscription period. To grant the right to
cancel new shares or prolong the subscription period to the Management Board of
AS Ekspress Grupp within 15 days after the end of the subscription period; 

6.6.	to issue new shares with a nominal value of EEK 10 (EUR 0.64) and premium
is EEK 3.77 (EUR 0.24) per share; 

6.7.	new shares shall be paid by monetary contribution, whereby the due date of
payment shall be 6 May 2010. To stipulate the instructions to subscribe new
shares (incl. place for subscription) in the public offering prospectus of AS
Ekspress Grupp; 

6.8.	new shares shall grant the shareholder a right to receive dividends for
the financial year that began on 1 January 2009, if the payment of dividends is
decided upon. 

AS Ekspress Grupp is planning to submit an application to list the subscription
rights on NASDAQ OMX Tallinn Stock Exchange, whereby respective trading with
the subscription rights shall presumably begin on 16 April 2010 and end on 27
April 2010. 

The list of the shareholders who have right to attend at the Annual General
Meeting of Shareholders shall be determined on 23 March 2010 at 11:59 PM. 
________________________________________________________________________________
___ 

For the registration procedure of the Annual General Meeting we ask the
following: 

A shareholder in person to present the identity document (e.g. passport or ID
card) and a representative of the shareholder in person to present the identity
document and duly signed written document stipulating the power to represent. 

The representative of a shareholder (legal person) to present an extract (or
other similar document) from the relevant commercial registry of the state
where the legal person is located (issued not more than 7 days prior to the
date of Annual General Meeting) and the identity document of the
representative. The extract from registry abroad shall be legalised or
certified with apostille, unless an international agreement stipulates
otherwise. The authorised representative of a shareholder (legal person) shall
present, in addition to the documents named hereinabove, the written document
stipulating the power to represent which is duly issued by the legal
representative of the shareholder. AS Ekspress Grupp is entitled to register
the abroad located shareholder as a participant of Annual General Meeting in
case all the requisite data of the legal person and its representative are
contained in a Power Attorney issued to the representative and certified by a
notary public aboard and the Power Attorney is acceptable in Estonia. 

A shareholder may notify AS Ekspress Grupp of the nomination of a
representative and of the withdrawal of the authorisation prior to the date of
the Annual General Meeting on the e-mail address diana@egrupp.ee or by
delivering the aforesaid documents to the office of AS Ekspress Grupp at Narva
mnt 11E, 6th floor (on business days form 10.00 AM to 4:00 PM) latest on 29
March 2010 by 4:00 PM and the forms of the documents provided for on the
website of AS Ekspress Grupp at http://www.egrupp.ee shall be used. The
information about the nomination of a representative and of the withdrawal of
the authorisation can be found of the website of AS Ekspress Grupp at
http://www.egrupp.ee. 

All materials of the Annual General Meeting, among other, the drafts of the
resolutions, the Annual Report of financial year 2009 of AS Ekspress Grupp, the
auditor's report and the profit allocation proposal, may be examined on the
website of AS Ekspress Grupp at the address  http://www.egrupp.ee and on in the
office of AS Ekspress Grupp at Narva Road 11E, 6th floor on business days from
10.00 AM to 4:00 PM from the date of convening the Annual General Meeting until
the date of the Annual General Meeting (incl.) 

At the General Meeting a shareholder has the right to receive information on
the activities of AS Ekspress Grupp from the Management Board. In case the
Management refuses to give information, the shareholder may demand that the
General Meeting decide on the legality of the shareholder's request, or file,
within 2 weeks after the General Meeting, a petition to a court in order to
obligate the Management Board to give information. 

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 Annual General Meeting, i.e., 29 March 2010, by sending
those in writing to the address AS Ekspress Grupp, Narva mnt 11E, Tallinn
10151. 
 
The shareholders whose shares represent at least 1/20 of the share capital may
request items be included on the agenda for the Annual General Meeting, in case
such request is presented at latest by 15 days prior to the Annual General
Meeting, i.e., 15 March 2010, by sending those in writing to the address AS
Ekspress Grupp, Narva mnt 11E, Tallinn 10151. 

Sincerely yours,

Gunnar Kobin
Chief Executive Officer
Mobile: +372 5188 111
e-mail: gunnar@egrupp.ee