The Management Board of Tallinna Kaubamaja Grupp AS (registry code 10223439,
seat Kaubamaja 1, 10143 Tallinn), convenes an annual general meeting of
shareholders on 20 March 2020 at 13:00, in the Conference centre of Nordic Hotel
Forum, situated at Viru väljak 3, Tallinn.
Registration of the participants begins on 20 March 2020 at 12:30. The list of
shareholders entitled to participate in the general meeting will be determined
as at seven days before holding the general meeting, i.e. as at 13 March 2020 at
the end of the working day of the Nasdaq CSD Estonian Settlement System.
The Supervisory Board of Tallinna Kaubamaja Grupp AS has determined the
following agenda of the annual general meeting and makes the following
proposals:
1. Approval of the annual report of 2019 of Tallinna Kaubamaja Grupp AS
To approve the annual report of Tallinna Kaubamaja Grupp AS for 2019 prepared by
the Management Board of Tallinna Kaubamaja Grupp AS and approved by the
Supervisory Board, according to which the consolidated balance sheet of Tallinna
Kaubamaja Grupp AS as at 31.12.2019 is 522,313 thousand euros, the sales revenue
for the accounting year is 717,223 thousand euros and the net profit 31,137
thousand euros.
1. Distribution of profit
To approve the profit distribution proposal of 2019 of Tallinna Kaubamaja Grupp
AS, presented by the Management Board and approved by the Supervisory Board, as
follows:
Retained profits of previous years 84,457 thousand euros
Net profit of 2019 31,137 thousand euros
Total distributable profit as at 31.12.2019 115,594 thousand euros
To pay dividends 0.73 euros per share 29,732 thousand euros
Retained profits after distribution of profits 85,862 thousand euros
The list of shareholders with a right to receive dividends shall be fixed as at
3 April 2020 at the end of the working day of the Nasdaq CSD Estonian Settlement
System. Dividends shall be paid to the bank accounts of shareholders via
transfer on 6 April 2020.
Operational issues
The shareholders whose shares represent at least 1/20 of the share capital may
request the inclusion of additional issues to the agenda of the general meeting,
provided that the respective request has been submitted in writing no later than
by 5 March 2020. The shareholders whose shares represent at least 1/20 of the
share capital may submit a written draft of the resolution in respect to each
item on the agenda no later than by 17 March 2020. More detailed information
available on §287 of the Commercial Code (right of shareholder to information),
§293 (2) (right to demand the inclusion of additional issues in the agenda) and
§293(1) (3) (obligation to submit simultaneously with the request on the
modification of the agenda a draft of the resolution or substantiation) and
§293(1) (4) (right to submit a draft of the resolution in respect to each item
on the agenda) about the rules and term of exercising these rights have been
published on the homepage of Tallinna Kaubamaja Grupp AS at www.tkmgroup.ee
(http://www.tkmgroup.ee). The drafts of the resolutions and substantiations
submitted by the shareholders will be published on the same homepage, if any are
received. After the items on the agenda of the general meeting, including
additional issues, have been discussed, the shareholders can ask for information
from the management board about the activity of the public limited company.
The documents of the annual general meeting, including the annual report, sworn
auditor's report, proposal for profit distribution, report of the supervisory
board, drafts of the resolutions of Tallinna Kaubamaja Grupp AS are made
available on the homepage of Tallinna Kaubamaja Grupp AS at www.tkmgroup.ee
(http://www.tkmgroup.ee), and from the publication of the notice on calling the
general meeting until the day of the general meeting is held, in the secretariat
of Tallinna Kaubamaja Grupp AS at Kaubamaja 1 (2(nd) floor) in Tallinn on
business days from 10 AM to 4 PM. Questions about the topics included in the
agenda of the general meeting can be sent to the following e-mail address
tkmgroup@kaubamaja.ee (mailto:tkmgroup@kaubamaja.ee) or by post to the address
of the public limited company or by telephone 66 73 300.
Please submit the following documents to register the participants of the
general meeting:
a shareholder that is a natural person - personal identification document; a
representative of a shareholder that is a natural person - personal
identification document and a written letter of authorisation; a legal
representative of a shareholder that is a legal person - an extract of the
relevant (commercial) register in which the legal person is registered, and the
personal identification document of the representative; a transactional
representative of a shareholder that is a legal person is also required to
submit a written authorisation issued by the legal representative of the legal
person in addition to the above listed documents. We ask the documents of a
legal person registered in a foreign country to be legalised or having an
apostil attached to the documents beforehand, unless specified otherwise in an
international agreement. Tallinna Kaubamaja Grupp AS may register a shareholder
that is a legal person from a foreign country to the general meeting also in
case all required information on the legal person and its representative are
included in a notarised letter of authorisation issued in the foreign country
and the respective letter of authorisation is accepted in Estonia.
We ask you to present a passport or an ID-card as a personal identification
document.
A shareholder may inform of the appointment of a representative or withdrawal of
an authorisation given to a representative before the general meeting by e-mail
on tkmgroup@kaubamaja.ee (mailto:tkmgroup@kaubamaja.ee) or by submitting the
mentioned document(s) on business days from 10 AM to 4 PM no later than by 17
March 2020 to the secretariat of Tallinna Kaubamaja Grupp AS at Kaubamaja 1
(2(nd) floor) in Tallinn, prepared on the respective forms published on the
homepage of Tallinna Kaubamaja Grupp AS at www.tkmgroup.ee
(http://www.tkmgroup.ee). You can find information about appointment of a
representative or withdrawal of an authorisation on the same homepage.
Raul Puusepp
Chairman of the Board
Phone: +372 731 5000
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