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- Takeover bid and Offeror
HHL Rühm Osaühing (a company registered in Estonia with registry code 10743222 and registered address Parda tn 6, 10151, Tallinn, Estonia, the “Offeror”) hereby makes in accordance with the Estonian Securities Market Act (“SMA”) and other applicable legal acts a voluntary takeover bid to all shareholders of Aktsiaselts Ekspress Grupp (“Ekspress Grupp”) for acquiring all shares of Ekspress Grupp (“Shares”), not yet belonging to the Offeror (“Bid”). The Bid is made based on this notice of bid (“Notice Bid”) and the prospectus attached to it (“Prospectus”, together with the Notice of Bid, “Bid Documents”).
The purpose of the Bid is to increase the shareholding of the Offeror in Ekspress Grupp to 90%. Following the successful Bid, the Offeror intends to apply for takeover of the remaining shares according to § 1821 of the SMA and provisions of chapter 291. of the Estonian Commercial Code and intends to initiate the proceedings for terminating the admission to trading of the shares of Ekspress Grupp on the Baltic Main List of the Nasdaq Tallinn Stock Exchange.
The object of the Bid are all Shares, not belonging to the Offeror
- Target issuer
The target issuer of the Bid is Aktsiaselts Ekspress Grupp, a public limited company established and registered in accordance with the laws of Estonia with registry code 10004677 and registered address Narva mnt 13, 10151, Tallinn, Estonia.
- Shares being the object of the Bid
The object of the Bid are the ordinary shares of Ekspress Grupp “EKSPRESS GRUPP AKTSIA”, ISIN code EE3100016965, total amount of securities 30,959,342 Shares. All The Shares are freely transferrable and admitted to trading on the Baltic Main List of Nasdaq Tallinn Stock Exchange (ticker symbol EEG1T). Each Share gives the shareholder the right to participate in the general meeting of shareholders of Ekspress Grupp, one vote at the general meeting of Ekspress Grupp, right to participate in the distribution of profits and liquidation assets upon liquidation of Ekspress Grupp as well as other rights specified in applicable regulations and articles of association of Ekspress Grupp.
- Shares belonging to the Offeror
At the date of the Prospectus, the Offeror owns 22,775,442 Shares of Ekspress Grupp, which forms 73.57% of all the Shares of Ekspress Grupp and thus the Offeror has dominant influence over Ekspress Grupp within the meaning of § 167(1) of the SMA. The Offeror acts independently and there are no persons acting in concert with the Offeror (within the meaning of § 168 of the SMA).
- Number of Shares being acquired and purchase price
In the context of the Bid, the Offeror wishes to acquire, and the Bid is made to acquire in total up to 8,183,900 Shares. Thus, the object of the Bid are all the Shares not belonging to the Offeror, which form 26.43% of all the Shares. The Bid is made at a price of EUR 1.25 per Share.
- Procedure of payment for the Shares
Shares sold to the Offeror during the Bid shall be transferred to the Offeror on or about 31 December 2025 (“Settlement Day”) simultaneously with the transfer of the purchase price equivalent to the amount of the Shares sold to the bank account of the shareholders of Ekspress Grupp participating in the Bid.
- Bid period
The final term of the Bid is at 16:00 on 22 December 2025. The shareholders of Ekspress Grupp that wish to offer the Shares to the Offeror during the Bid, can do so according to the procedure specified in the Prospectus from the date of publication of this Notice of Bid i.e. from 25 November 2025 at 10:00 until the final term of the Bid at 16:00 on 22 December 2025.
The Offeror shall publish the results of the Bid according to the applicable legal acts after the end of the Bid period on or about 23 December 2025.
- Approval of the Estonian Financial Supervision and Resolution Authority
The Bid Documents were submitted to the Estonian Financial Supervision and Resolution Authority for approval on 7 November 2025. The Estonian Financial Supervision and Resolution Authority approved the Bid Documents on 24 November 2025.
- Places of publication and distribution of Bid Documents
The Prospectus is electronically published at:
- Nasdaq Tallinn Stock Exchange website (https://www.nasdaqbaltic.com/);
- Estonian Financial Supervision and Resolution Authority website (https://www.fi.ee/en);
- Ekspress Grupp website (https://egrupp.ee/en/investors/).
The Notice of Bid is electronically published at:
- Nasdaq Tallinn Stock Exchange website (https://www.nasdaqbaltic.com/);
- Ekspress Grupp website (https://egrupp.ee/en/investors/).
The Notice of Bid will be published at Estonian newspaper Õhtuleht on 26 November 2025.
Anyone wishing to obtain a hard copy of the Prospectus and the Notice of Bid should inform the Offeror vie e-mail at: ylar@aktivafinance.eu, phone: +372 5043126 or mail at: Parda tn 6, 10151, Tallinn, Estonia.
- Important information
The Bid is being made in accordance with the laws of the Republic of Estonia and will not be subject to any review or approval by any foreign regulatory authority. The Bid is not being made to persons whose participation in the Bid requires an additional document to be prepared, a registration effected or that any other measures would be taken in addition to those required under the laws of the Republic of Estonia. In the event of any inconsistency between the contents of the Prospectus and any other document or release, the provisions of the Prospectus in the Estonian language shall prevail.
This Notice of Bid is not for release or distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful or to persons or jurisdictions who are subject to financial sanctions imposed by competent authorities. Persons receiving this document, or any other related documents (including custodians, nominees and trustees) must observe these restrictions and must not send or distribute this document or any other related documents in or into the relevant jurisdictions or to relevant persons.
Neither this Notice of Bid nor any other information supplied in connection with the Bid should be considered as a recommendation by either Offeror or by any other person to any recipient of this Notice of Bid (including any other information supplied in connection with the Bid) to sell any Shares. Each person who contemplates selling any Shares should make its own independent investigation of the financial condition and affairs of Ekspress Grupp and it subsidiaries, the Offerors plans after takeover of Ekspress Grupp Shares in case of different scenarios and give its own appraisal to the bid.
Unless stated otherwise in the Bid Documents, all information contained in this notice of Bid is presented as of the Date of the Prospectus, i.e. as of 7 November 2025.
Annex – Bid Prospectus