Market announcement

Title

NOTICE OF CONVENING ANNUAL GENERAL MEETING OF SHAREHOLDERS OF TALLINNA KAUBAMAJA AKTSIASELTS

Message

The Management Board of Tallinna Kaubamaja AS (registry code 10223439, seat
Gonsiori 2, 10143 Tallinn), calls an ordinary general meeting of shareholders
on 28 April 2011 at 13:00, in the Conference centre of Radisson Blu Hotel
Olümpia, Liivalaia 33, Tallinn. 

Registration of the participants begins on 28 April 2011 at 12.30.

The Supervisory Board of Tallinna Kaubamaja AS has determined the following
agenda of the annual general meeting and makes the following proposals. 

1. Approval of the annual report of 2010 of Tallinna Kaubamaja AS.

To approve the annual report of Tallinna Kaubamaja AS for 2010 prepared by the
Management Board of Tallinna Kaubamaja AS and approved by the Supervisory
Board, according to which the consolidated balance sheet of Tallinna Kaubamaja
AS as at 31.12.2010 is 4,071,422 thousand kroons, the sales revenue for the
accounting year was 6,302,023 thousand kroons and the net profit 260,455
thousand kroons. 

2. Distribution of profit.

To approve the profit distribution proposal of 2010 of Tallinna Kaubamaja AS,
presented by the Management Board and approved by the Supervisory Board, as
follows: 

Retained profits of previous years                            482,686 thousand
kroons 

Net profit of 2010                                                      
260,455 thousand kroons 

Total distributable profit as at 31.12.2010                 743,141 thousand
kroons 

To pay dividends 0.28 euro cents (EEK 4.381)

per share                                                                  
178,437 thousand kroons 

Retained profits after distribution of profits               564,704 thousand
kroons 

The list of shareholders with a right to receive dividends shall be fixed as at
12.05.2011 at 23.59. Dividends shall be paid to the bank accounts of
shareholders via transfer on 13.05.2011. 

3. Amendment of the Articles of Association

The Supervisory Board of Tallinna Kaubamaja AS proposes amendment of the
Articles of Association and approval of the new wording (the text has been
published on the webpage of Tallinna Kaubamaja AS at www.kaubamaja.ee). 

4. Recalculation of the share capital into euros and reduction of the share
capital. 

The Supervisory Board of Tallinna Kaubamaja AS proposes the following:

1) In relation to the adoption of the euro in the Republic of Estonia, the
shares and share capital of the public limited company shall be calculated into
euros. The nominal value of one share of the public limited company is EEK 10,
which, according to the rules of approximation stated in § 525³ of the
Commercial Code, makes up EUR 0.64. The registered share capital of the public
limited company is EEK 407 292 000, which, according to the rules of
approximation stated in § 525³ of the Commercial Code, makes up EUR
26,030,703.16. Approximation of the results of recalculation of the nominal
values of shares has no legal meaning. 

2) Due to the norm stipulated by §223 (1) of the Commercial Code, the lowest
nominal value of a share is 10 cents, and by the norm stated in §223 (2) of the
Commercial Code, that if the nominal value of a share is higher than 10 cents,
it shall be in multiples of 10 cents, the share capital of the public limited
company shall be reduced by EUR 1,593,183.16 to EUR 24,437,520 by reducing the
nominal value of shares, and the nominal value of shares shall be reduced by 4
cents to 60 cents. 

In relation to reduction of the share capital, no payments shall be made to
shareholders. The sum, EUR 1,593,183.16, formed in reduction of share capital,
shall be added to the retained profits of the previous periods. 

3) The list of shareholders participating in reduction of share capital shall
be fixed as at 12.05.2011 at 23.59. 

Information on the procedure and deadline of performance of the rights stated
in §§ 287, 293 (2) and 2931 (3) and (4) is published on the webpage of Tallinna
Kaubamaja AS at www.kaubamaja.ee. 

The documentation of the ordinary general meeting of Tallinna Kaubamaja AS,
including the annual report, report of the sworn auditor, profit distribution
proposal, report of the Supervisory Board and the new wording of the Articles
of Association, as well as draft resolutions, can be viewed at the webpage of
Tallinna Kaubamaja AS at www.kaubamaja.ee and in the secretariat of Tallinna
Kaubamaja AS at Gonsiori 2 (2nd floor) in Tallinn every workday from
10.00-16.00 from the date of publication of the notice calling the general
meeting until the day of the general meeting. Questions on the topics on the
agenda of the general meeting can be submitted to the e-mail:
[email protected], via a letter addressed to Tallinna Kaubamaja AS
or by telephone 66 73 300. 

The list of shareholders entitled to participate in the general meeting will be
decided as at seven days before the general meeting, that is, 21.04.2011 at
23.59. 

In order to register for the general meeting, please submit the following:

in the case of natural person shareholders - an identity document; in the case
of legal person shareholder - an identity document and a written authorization
document; 

in the case of legal representative of a legal person shareholder - an extract
from the corresponding (business) register in which the legal person is
registered (for Estonian legal persons, an extract of the B-card, not older
than 7 days) and the identity document of the representative; in the case of
transactional representative of a legal person shareholder, a written
authorization document issued by the legal representative of the legal person
shall be presented in addition the abovementioned documents. We must ask for
prior legalization or postulation of the documents of legal persons registered
in a foreign country, unless otherwise stated in the international agreement.
Tallinna Kaubamaja AS may register a foreign legal person shareholder as a
participant in the general meeting also when all required information on the
legal person and its representative are included in the notarized authorization
document issued in a foreign country and the authorization document is
acceptable in Estonia. 

Please present a passport or an ID-card as an identity document.

Before the general meeting, a shareholder has a right to notify on assigning a
representative and withdrawal of the authorization presented by the
representative via e-mail [email protected] or by submitting these
documents on working days from 10.00-16.00, until 27 April 2011, to the
secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2. floor) in Tallinn, using
the forms published on the webpage of Tallinna Kaubamaja AS at
www.kaubamaja.ee. Information on the procedure of assigning a representative
and withdrawal of authorization can also be found on the webpage stated. 



Respectfully

The Management Board of Tallinna Kaubamaja Aktsiaselts