Market announcement

Title

Notice of convening the annual general meeting of shareholders of TKM Grupp AS

Message

The Management Board of TKM Grupp AS (registry code 10223439, location Kaubamaja
1, 10143, Tallinn)  convenes the annual general meeting of shareholders on 17th
of  March 2025 at 12 p.m.  in Tallinn, at  Viking Motors dealership at Tammsaare
tee 51.

The  registration of the participants of the meeting will start on 17th of March
2025 at  11.30 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 10th of
March  2025, as  at  the  end  of  the  business  day  of  Nasdaq CSD's Estonian
settlement system.

In  order to exercise the shareholder's  rights, in addition to participating in
person,  it is also  possible to vote  before the general  meeting via e-mail or
regular mail. In addition, shareholders will be able to participate in an online
seminar of the annual general meeting. Via the online seminar, it is possible to
see and 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  Supervisory Board of  TKM Grupp AS  determined the following  agenda of the
annual general meeting and submits the following proposals to the shareholders:

1. Approval of the 2024 annual report of TKM Grupp AS

To  approve the annual report  for 2024 prepared by the  Management Board of TKM
Grupp  AS and approved  by the Supervisory  Board, in accordance  with which the
consolidated  balance sheet of  TKM Grupp AS  as at 31 December 2024 is 706,686
thousand  euros, sales  revenue 944,568 thousand  euros, and  net profit 27,477
thousand euros.

2. Distribution of profits

To  approve the proposal for the distribution of  the profit of TKM Grupp AS for
2024 submitted  by the Management Board and approved by the Supervisory Board as
follows:

Retained  earnings  from  previous  years
102,989 thousand euros
Net profit for 2024
                             27,477 thousand euros
Total  distributable profit as at 31 December 2024
 130,466 thousand euros
Pay   a   dividend  of  0,65 euros  per  share
                  26,474 thousand euros
Retained earnings after the distribution of profits
103,992 thousand euros

The list of shareholders entitled to receive the dividend will be fixed on
31(st) of March 2025 as at the end of the business day of Nasdaq CSD's Estonian
settlement system. The dividend will be paid to shareholders on 3(rd) of April
2025 by transfer to the shareholder's bank account.

3. Appointment of an auditor and determination of remuneration procedure

To  appoint AS  PricewaterhouseCoopers, registry  code 10142876, to  conduct the
audit  of financial years 2025-2027 of TKM Grupp AS. The amount of the auditor's
fee shall be decided by the Management Board of the company.

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 3(rd) of
March  2025. 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 13(th) of  March 2025. 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 TKM
Grupp  AS  www.tkmgrupp.ee  (http://www.tkmgrupp.ee)  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 TKM Grupp AS.

Examination of the documents of the general meeting. The documents of the annual
general  meeting  of  TKM  Grupp  AS,  including  the  annual  report, the sworn
auditor's   report,   the  profit  distribution  proposal,  the  report  of  the
Supervisory  Board, the  introduction of  auditor candidate,  and the  drafts of
resolutions,  are available  on the  website of  TKM Grupp AS at www.tkmgrupp.ee
(http://www.tkmgrupp.ee)  and  attached  to  the  stock  exchange  announcement.
Questions about the topics on the agenda of the general meeting can be submitted
by  email to [email protected]  (mailto:[email protected]), by letter  sent to the
address of the public limited company, or by phone at 66 73 300.

For  voting before the general  meeting, we ask the  shareholders to fill in the
ballot   papers,   which   are   available  on  the  website  of  TKM  Grupp  AS
(www.tkmgrupp.ee  (http://www.tkmgrupp.ee)) 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  [email protected]  (mailto:[email protected])  no  later  than  at  12 p.m. on
14(th) of  March 2025. 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
14(th) of  March 2025 at the address TKM 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 TKM
Grupp  AS at www.tkmgrupp.ee (http://www.tkmgrupp.ee)  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   [email protected]
(mailto:[email protected])  or by sending  the said document(s)  no later than on
13(th) of  March 2025 at the address TKM Grupp AS, Kaubamaja 1, Tallinn, 10143,
using  the  forms  published  on  the  website  of  TKM Grupp AS www.tkmgrupp.ee
(http://www.tkmgrupp.ee)   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:

-              for a shareholder who is a natural person - an identity document;
for a representative, additionally a written power of attorney;

-               for a shareholder  who is a  legal person -  an extract from the
relevant  (commercial) register where the legal person is registered (except for
legal persons registered in Estonia) and for a legal representative, an identity
document;  for an authorized representative,  in addition to the above-mentioned
documents,  a  written  power  of  attorney  issued  by the legal person's legal
representative  must be submitted. Documents of a legal person registered abroad
must  be legalised or  certified with an  apostille in advance, unless otherwise
provided by an international agreement. TKM 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     on     14(th) of     March     2025 here:
https://www.tkmgrupp.ee/investorile/uldkoosolek-2025/
(https://cirrus.ultrastream.tv/).  Shareholders  can  participate  in the online
seminar  on the  day of  the general  meeting via  the same web link. 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,  Chief Legal Officer, 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 14th of March
2025 to [email protected] (mailto:[email protected]).

The  online  seminar  will  be  recorded  and published on the company's website
https://www.tkmgrupp.ee.

Yours sincerely
Management Board of TKM Grupp AS
[email protected] (mailto:[email protected])
+372 66 73 300