HHL Rühm Osaühing (the “Bidder”) made a voluntary takeover bid to all the shareholders of Aktsiaselts Ekspress Grupp (“Ekspress Grupp”) for acquiring all the shares of Ekspress Grupp (the “Shares”) not yet in the ownership of the Bidder (the “Bid”). The Bid was made based on the Bid notice (the “Bid Notice”) and the prospectus attached to it (the “Prospectus”, together with the Bid Notice, the “Bid Documents”). The Estonian Financial Supervision and Resolution Authority approved the Bid on 24 November 2025, ...

Core Viewpoint - HHL Rühm Osaühing intends to make a voluntary takeover bid for all shares of Aktsiaselts Ekspress Grupp not held by the Offeror, aiming to increase its shareholding to 90% [1][2]. Group 1: Takeover Bid Details - The Offeror plans to acquire shares at a price of 1.25 euros per share, which includes a premium of 0.13 euros per share (14.91%) over the average market price of 1.1165 euros per share during the first three quarters of 2025 [4]. - The bid is voluntary, meaning the Offeror is not obligated to follow specific pricing criteria set by takeover bid rules, and shareholders are not required to participate [5][3]. Group 2: Strategic Intentions - The Offeror's management believes that being listed on the stock exchange is unnecessary for Ekspress Grupp, as it does not require significant capital raising, and the costs associated with being publicly traded are considerable [6]. - The management emphasizes the need for the organization to focus on effectiveness in a challenging media landscape, particularly in preserving native-language media [6]. Group 3: Regulatory and Procedural Aspects - The Offeror will submit a takeover prospectus and bid notice to the Estonian Financial and Supervision Authority (EFSA) for approval before proceeding with the bid [6]. - The bid will comply with Estonian laws and will not require approval from foreign regulatory authorities [8].