Notice on convening Annual General Meeting of Shareholders - Seite 2

1. The approval of the 2019 annual report of AS Ekspress Grupp.

To approve the 2019 annual report of AS Ekspress Grupp for the financial year from 1^st of January 2019 to 31^st of December 2019. 

2. The approval of the proposal for distribution of profits.

To approve the Profit Distribution Proposal for 2019. To distribute total 1 394 thousand euros as follows: to increase statutory reserve by 70 thousand euros; the remaining 1 324 thousand euros to be allocated to the retained earnings. 

3. Election of the member of the Supervisory Board.

To elect Priit Rohumaa (personal code 37504030225) as the Member of the Supervisory Board for the five years until 16.06.2025.

4. Remuneration of the member of the Supervisory Board.

To remunerate Priit Rohumaa as follows: the monthly remuneration to be paid is 1000 euros.

5. Appointing the auditor for auditing the financial years covering the period from 01.01.2020 – 31.12.2023.

To appoint KPMG Baltics OÜ (registry code 10096082) to serve as the auditor of AS Ekspress Grupp for the period 01.01.2020 – 31.12.2023 and to pay to the audit firm for auditing as per contract to be entered into with KPMG Baltics OÜ.

6. Amendment of the Articles of Association

To amend the Articles of Association as follows: 

1. To consider clause 2.2 to be correct as follows:
   

2.2. The Company has one class of registered shares with the nominal value of EUR 0.60. Every share grants one vote at the general meeting.

2. To delete former clause 2.4.
3. To add clause 2.5 and 2.7 as follows:
   

2.5. The Company may issue, for a conditional increase of the share capital, bonds by a resolution of the general meeting, the holders of which have the right to convert their bonds to shares (convertible bond).

2.7. The equity of the Company shall also include a voluntary reserve. The voluntary reserve shall be formed from the contributions of shareholders and other persons. Contributions and other allocations to the voluntary reserve may be made in cash and other assets. Contributions and other allocations shall be made pursuant to the resolution of the general meeting. Payments from the voluntary reserve may be made to the shareholders pursuant to the resolution of the general meeting according to the number of shares held by the shareholders. Payments may be made if it does not result in the net assets of the public limited company falling below the amount of the share capital and the legal reserve. Interest shall neither be calculated nor paid from the contributions made to the voluntary reserve.