OPINION OF THE SUPERVISORY BOARD OF AKTSIASELTS EKSPRESS GRUPP IN RESPECT OF TAKEOVER BID

Core Opinion - The Supervisory Board of Ekspress Grupp has assessed the voluntary takeover bid made by HHL Rühm Osaühing, concluding that the bid does not adversely affect the company or its interests, aligning with its long-term strategic goals [10][11]. Group 1: Supervisory Board Composition and Relationships - The Supervisory Board consists of Ülar Maapalu (Chairman), Argo Virkebau, and Sami Jussi Petteri Seppänen, with Maapalu acting as the representative and contact person for the Bidder [2][5]. - No contracts have been concluded between the members of the Management Board and Supervisory Board of Ekspress Grupp and the Bidder [5]. Group 2: Conflict of Interest and Risk Mitigation - There is a potential conflict of interest due to Ülar Maapalu's role as the representative of the Bidder, although no compensation is tied to the Bid [7][8]. - The Supervisory Board will analyze any potential conflicts of interest if resolutions regarding the Bid are required in the future [9]. Group 3: Impact on Employment and Company Strategy - The Supervisory Board believes that the Bid will not have immediate adverse effects on employment relationships, emphasizing the importance of retaining and training employees [12]. - The expected withdrawal from trading aligns with Ekspress Grupp's long-term strategic interests [10][11]. Group 4: Acceptance of the Bid - Mari-Liis Rüütsalu, the Chairman of the Management Board, intends to accept the Bid, owning 113,984 shares indirectly [15]. - Ülar Maapalu also intends to accept the Bid, owning 30,000 shares indirectly [16]. - Other members of the Supervisory Board and Management Board do not own shares and therefore cannot accept the Bid [16]. Group 5: Company Overview - Ekspress Grupp is a leading Baltic media group involved in web media content production, publishing, electronic ticket sales, and organizing events, employing around 1,000 people [17].