AS Ekspress Grupp: Adopting Resolutions Without a Physical Meeting

AS Ekspress Grupp, a leading Baltic media group, has announced its intention to adopt shareholder resolutions without convening an extraordinary general meeting. This decision, in accordance with § 2991 of the Estonian Commercial Code, allows shareholders to vote via email using a voting ballot. The filled-in and signed ballot, along with documents enabling identification and proof of the right to representation, must be sent by email by no later than 31 October 2024 at 9:00 (Estonian time).

The management board of AS Ekspress Grupp has proposed two draft resolutions to the shareholders. The first resolution is to appoint KPMG Baltics OÜ as the auditor for the financial years covering the period from 01.01.2024–31.12.2026. The second resolution is an organizational issue related to the forwarding of the voting ballot and accompanying documents.


The e-voting process may enhance shareholder participation and engagement by providing a convenient and accessible method for shareholders to cast their votes. However, it could also hinder participation for those who are less technologically savvy or lack internet access. The potential risks of adopting resolutions without a physical meeting include the possibility of disenfranchising some shareholders and the potential for manipulation or errors in the voting process. Conversely, the benefits include cost savings, time efficiency, and the ability to reach a larger audience of shareholders.

This voting process aligns with best practices for corporate governance and transparency by providing shareholders with clear information and the opportunity to voice their opinions. However, it is crucial for AS Ekspress Grupp to ensure that the voting process is secure, accurate, and accessible to all shareholders to maintain trust and confidence in the company's management.

The appointment of KPMG Baltics OÜ as the auditor for the next three years is expected to enhance AS Ekspress Grupp's financial reporting and transparency. KPMG is a reputable international audit firm with extensive experience in the field. This appointment may also influence the company's relationship with its previous auditor, potentially leading to a smoother transition and better access to resources and expertise.


The adoption of this resolution without a physical meeting may impact shareholder engagement and the democratic process within AS Ekspress Grupp. While e-voting provides convenience, it may also lead to a lower turnout and reduced opportunities for shareholders to discuss and debate the resolutions. To mitigate this, AS Ekspress Grupp should ensure that shareholders have ample opportunities to ask questions and provide feedback throughout the process.

The use of e-voting and the extension of the mandate of the Supervisory Board Member Hans Luik may influence the company's future strategic decisions and financial management. E-voting allows for more efficient decision-making, while the extension of the mandate provides continuity and stability in the company's governance. However, it is essential for AS Ekspress Grupp to maintain open communication with shareholders and consider their input in the decision-making process to ensure that the company's strategic direction aligns with their interests.