Market announcement

Title

Notice of convening the extraordinary general meeting 0f shareholders

Message

TALLINNA KAUBAMAJA AKTSIASELTS (registry code 10223439, address Gonsiori 2,
10143 Tallinn; Company) calls an extraordinary general meeting of shareholders
on 21 August 2012 at 11.00, at the Conference centre of Radisson Blu Hotel
Olümpia, Liivalaia 33, Tallinn. 

Registration of the participants begins on 21 August 2012, at 10.30. The
shareholders entitled to take part in the general meeting shall be determined
as of 14 August 2012, at 23.59. 

The supervisory board of the Company has determined the following agenda for
the extraordinary general meeting and makes the following proposal: 

Approval of the division and the division agreement

To approve the division agreement concluded between the Company and Kaubamaja
AS (registry code 12305124, address Gonsiori 2, 10143 Tallinn) on 16 July 2012
and adopt the division resolution according to the terms and conditions of the
division agreement. The division is intended for the purpose of improving the
structure and making the administration of the group of Tallinna Kaubamaja
Aktsiaselts more transparent. 

Procedural information

Information concerning the procedure for and term of exercising the rights
specified in § 287 of the Commercial Code (right of a shareholder to
information), § 293 (2) (right to demand the inclusion of additional items on
the agenda), § 2931 (3) (obligation to simultaneously submit a draft resolution
or justification along with the request to supplement the agenda) and § 2931
(4) (right to present a draft resolution for each item of the agenda) is
available on the website of the Company: www.kaubamaja.ee. 

The documentation of the extraordinary general meeting of the Company,
including the draft resolution of the management board, division agreement,
division report, report of the sworn auditor, three preceding annual reports
and the interim balance sheet of the companies participating in the division
can be viewed at the webpage of the Company at www.kaubamaja.ee and in the
secretariat of the Company 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 the Company or by
telephone 66 73 300. 

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

  1. in case of natural person shareholders – an identity document; 
  2. in case of legal entity shareholder – an identity document and a written
     authorization document;
  3. in case of legal representative of a legal entity 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 an identity document of the representative;
  4. in 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 apostillation of the documents of legal
persons registered in a foreign country, unless otherwise stated in the
international treaty. The Company may register a foreign legal entity
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 17 August 2012, to the
secretariat of the Company at Gonsiori 2 (2nd floor) in Tallinn, using the
forms published on the webpage of the Company 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