The Management Board of Tallinna Kaubamaja Grupp AS (registry code 10223439,
location Kaubamaja 1, 10143, Tallinn) convenes the annual general meeting of
shareholders on 19 March 2021 at 11 a.m. in Tallinn, at the Radisson Blu Hotel
Olümpia Conference Centre at Liivalaia 33.
The registration of the participants of the meeting will start on 19 March 2021
at 10.30 a.m. The list of shareholders entitled to vote at the general meeting
will be fixed seven days before the general meeting, i.e. on 12 March 2021, as
at the end of the business day of Nasdaq CSD's Estonian settlement system.
The Management Board announces that due to the spread of the coronavirus,
shareholders have the opportunity to vote on the items on the agenda of the
general meeting by email or post before the general meeting, if they so wish. In
addition, shareholders will be able to participate in an online seminar of the
annual general meeting by registering no later than at 12 p.m. on 18 March 2021
here: https://register.gotowebinar.com/register/9214160741195990798. Via the
online seminar, it is possible to listen to what is happening at the general
meeting and ask questions. It is not possible to participate in voting through
the online seminar. A more detailed overview of how it is possible to vote
before the general meeting and participate in the online seminar is provided in
the 'Organisational issues' section of this notice.
The Management Board confirms that the necessary measures are taken at the venue
of the general meeting to protect the participants to minimise the possibility
of the spread of the coronavirus and that the necessary disinfection and
personal protective equipment is available at the venue of the meeting. If
necessary, the measures to be implemented will be supplemented in accordance
with the situation prevailing at the time of the general meeting and possible
social restrictions.
The Supervisory Board of Tallinna Kaubamaja Grupp AS determined the following
agenda of the annual general meeting and submits the following proposals to the
shareholders:
1. Approval of the 2020 annual report of Tallinna Kaubamaja Grupp AS
To approve the annual report for 2020 prepared by the Management Board of
Tallinna Kaubamaja Grupp AS and approved by the Supervisory Board, in accordance
with which the consolidated balance sheet of Tallinna Kaubamaja Grupp AS as at
31 December 2020 is 597,284 thousand euros, sales revenue 741,938 thousand
euros, and net profit 19,499 thousand euros.
2. Distribution of profits
To approve the proposal for the distribution of the profit of Tallinna Kaubamaja
Grupp AS for 2020 submitted by the Management Board and approved by the
Supervisory Board as follows:
Retained earnings from previous years 82,132 thousand euros
Net profit for 2020 19,499 thousand euros
Total distributable profit as at 31 December 2020 101,631 thousand euros
Pay a dividend of 0.60 euros per share 24,438 thousand euros
Retained earnings after the distribution of profits 77,193 thousand euros
The list of shareholders entitled to receive the dividend will be fixed on 6
April 2021 as at the end of the business day of Nasdaq CSD's Estonian settlement
system. The dividend will be paid to shareholders on 9 April 2021 by transfer to
the shareholder's bank account.
3. Election of members of the Supervisory Board and determination of the
procedure for remuneration
In connection with the expiry of the term of office of the members of the
Supervisory Board on 20 May 2021, the Supervisory Board proposes to elect Jüri
Käo, Andres Järving, Enn Kunila, Gunnar Kraft, and Meelis Milder as members of
the Supervisory Board of Tallinna Kaubamaja Grupp AS for the next 3-year term
from 21 May 2021.
The remuneration of the members of the Supervisory Board is as follows: the
remuneration paid to the Chairman of the Supervisory Board is 2,400 euros per
month and the remuneration paid to the members of the Supervisory Board is
2,000 euros per month.
Organisational issues
Shareholder's rights in connection with the agenda of the general meeting.
Shareholders whose shares represent at least 1/20 of the share capital may
request that additional issues be included in the agenda of the general meeting
if the respective request is submitted in writing no later than on 4 March
2021. Shareholders whose shares represent at least 1/20 of the share capital may
submit a draft resolution on each agenda item in writing no later than on 16
March 2021. More detailed information on the procedure and term for exercising
the rights specified in section 287 (right of shareholder to information),
subsection 293 (2) (right to request inclusion of additional issues on the
agenda), and subsection 293(1) (3) (obligation to simultaneously with the demand
on the modification of the agenda submit a draft resolution or substantiation)
and 4 (right to submit a draft resolution in respect to each item on the agenda)
of the Commercial Code is available on the website of Tallinna Kaubamaja Grupp
AS www.tkmgroup.ee (https://www.tkmgroup.ee/en) and attached to the stock
exchange announcement published on the website of the Nasdaq Baltic Stock
Exchange (https://nasdaqbaltic.com/). The drafts of resolutions and
substantiations of the resolutions submitted by the shareholders, if any, are
also published on the website of Tallinna Kaubamaja Grupp AS.
Examination of the documents of the general meeting. The documents of the annual
general meeting of Tallinna Kaubamaja Grupp AS, including the annual report, the
sworn auditor's report, the profit distribution proposal, the report of the
Supervisory Board, and the drafts of resolutions, are available on the website
of Tallinna Kaubamaja Grupp AS at www.tkmgroup.ee (https://www.tkmgroup.ee/en)
and attached to the stock exchange announcement. In addition, the documents are
available from the publication of the notice convening the general meeting until
the day of the general meeting on working days from 10 a.m. to 4 p.m. in the
office of Tallinna Kaubamaja Grupp AS at Kaubamaja 1 (5th floor) in Tallinn.
Questions about the topics on the agenda of the general meeting can be submitted
by email to tkmgroup@kaubamaja.ee (mailto:tkmgroup@kaubamaja.ee), by letter sent
to the address of the public limited company, or by phone at 66 73 300.
Before voting at the general meeting, we ask the shareholders to fill in the
ballot papers, which are available on the website of Tallinna Kaubamaja Grupp AS
(https://www.tkmgroup.ee/ (https://www.tkmgroup.ee/en)) and attached to the
stock exchange announcement convening the general meeting. When voting by email,
the completed ballot papers must be digitally signed and sent to the Management
Board by email at tkmgroup@kaubamaja.ee no later than at 12 p.m. on 18 March
2021. When voting by post, the completed ballot papers must be signed by hand
and sent to the Management Board by post no later than at noon on 18 March 2021
at the address Tallinna Kaubamaja Grupp AS, Kaubamaja 1, Tallinn, 10143,
together with a copy of the personal data page of the signatory's identity
document. If the shareholder who submitted the ballot paper before the general
meeting also physically participates in the general meeting, all ballot papers
sent by the shareholder before the general meeting will be deemed invalid. The
exact procedure for voting before the general meeting is provided in the
shareholder information document, which is available both on the website of
Tallinna Kaubamaja Grupp AS at www.tkmgroup.ee (https://www.tkmgroup.ee/en) and
attached to the stock exchange announcement convening the general meeting.
Appointment of a representative. Prior to the general meeting, a shareholder may
announce the appointment of a representative and revocation of the power of
attorney by the represented person by email at tkmgroup@kaubamaja.ee
(mailto:tkmgroup@kaubamaja.ee) or by handing over the said document(s) on
business days from 10 a.m. to 4 p.m. no later than on 16 March 2021 at the
Tallinna Kaubamaja Grupp AS office at Kaubamaja 1 (5th floor) in Tallinn, using
the forms published on the website of Tallinna Kaubamaja Grupp AS
www.tkmgroup.ee (https://www.tkmgroup.ee/en) and attached to the stock exchange
announcement convening the general meeting. Information on the procedure for
appointing and revoking a representative can also be found there.
To register physical participants in the general meeting, please submit:
a shareholder who is a natural person - an identity document; for a
representative of a shareholder who is a natural person - an identity document
and a written power of attorney; legal representative of a shareholder who is a
legal person - an extract from the relevant (commercial) register where the
legal person is registered and an identity document of the representative;
the transaction-based representative of a shareholder who is a legal person must
submit a written power of attorney issued by the legal representative of the
legal person in addition to the specified documents. Documents of a legal person
registered abroad must be legalised or certified with an apostille in advance,
unless otherwise provided by an international agreement. Tallinna Kaubamaja
Grupp AS may also register a foreign legal person as a participant in the
general meeting if all the required information about the legal person and the
representative is contained in a notarial power of attorney issued to the
representative abroad and the power of attorney is acceptable in Estonia. Please
present a passport or ID-card as an identity document.
To participate in the online seminar of the general meeting, please:
register no later than at 12 p.m. on 18 March 2021 here:
https://register.gotowebinar.com/register/9214160741195990798. After
registration, a link to the online seminar and instructions for using the
environment will be sent. If you are attending an online seminar for the first
time, you will be asked to download the required application. If the application
fails to download, a web browser opens automatically, allowing you to listen to
the online seminar. The online seminar will be held in Estonian.
At the online seminar, Raul Puusepp, Chairman of the Management Board, Marit
Vooremäe, Chief Financial Officer, and Helen Tulve, Legal Director, will present
the company's results and answer questions. As the time of the online seminar is
limited, please send questions via email by noon on 18 March 2021
totkmgroup@kaubamaja.ee (mailto:tkmgroup@kaubamaja.ee).
The online seminar will be recorded and published on the company's website
https://www.tkmgroup.ee (https://www.tkmgroup.ee/en) and the YouTube channel of
Nasdaq Baltic.
The majority shareholder of Tallinna Kaubamaja Grupp AS, OÜ NG Investeeringud,
has notified the Management Board of its intention to vote in favour of the
items on the agenda of the general meeting in accordance with the drafts of the
resolutions.
Yours sincerely
Management Board of Tallinna Kaubamaja Grupp AS
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