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), convenes an annual general meeting of shareholders
on 28 March 2013 at 11:00, in the Conference centre of Nordic Hotel Forum, Viru
väljak 3, Tallinn. 

Registration of the participants begins on 28 March 2013 at 10.30.

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 2012 of Tallinna Kaubamaja AS

To approve the annual report of Tallinna Kaubamaja AS for 2012 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 31.12.2012 is 287,840 thousand euros, the sales revenue for the
accounting year is 467,800 thousand euros and the net profit 20,870 thousand
euros. 

  1. Distribution of profit

To approve the profit distribution proposal of 2012 of Tallinna Kaubamaja AS,
presented by the Management Board and approved by the Supervisory Board, as
follows: 

Retained profits of previous years              47,196 thousand euros
Net profit of 2012                              20,870 thousand euros
Total distributable profit as at 31.12.2012     68,066 thousand euros
To pay dividends 0.35 euros per share           14,255 thousand euros
Retained profits after distribution of profits  53,811 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at
14 April 2013 at 23.59. Dividends shall be paid to the shareholders via
transfer on 15 April 2013 to a bank account of a shareholder. 

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 Tallinna Kaubamaja AS: www.kaubamaja.ee. 

The documentation of the annual general meeting of Tallinna Kaubamaja AS,
including the annual report, report of the sworn auditor, profit distribution
proposal, report of the Supervisory Board and 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 March 2013 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 ask the
documents of legal persons registered in a foreign country to previously be
legalized or verified with an Apostille, 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 March 2013, 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