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 27 March 2014 at 11:00, in the Conference centre of Radisson Blu Hotel
Olümpia, Liivalaia 33, Tallinn. 

Registration of the participants begins on 27 March 2014 at 10.30. The list of
shareholders entitled to participate in the general meeting will be decided at
20 March 2014 at 23.59. 

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 2013 of Tallinna Kaubamaja AS

To approve the annual report of Tallinna Kaubamaja AS for 2013 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 31.12.2013 is 327,795 thousand euros, the sales revenue for the
accounting year is 498,721 thousand euros and the net profit 17,464 thousand
euros. 



2. Distribution of profit

To approve the profit distribution proposal of 2013 of Tallinna Kaubamaja AS,
presented by the Management Board and approved by the Supervisory Board, as
follows: 

Retained profits of previous years              54,923 thousand euros
Net profit of 2013                              17,464 thousand euros
Total distributable profit as at 31.12.2013     72,387 thousand euros
To pay dividends 0.15 euros per share            6,109 thousand euros
Retained profits after distribution of profits  66,278 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at
10 April 2014 at 23.59. Dividends shall be paid to the shareholders via
transfer on 11 April 2014 to a bank account of a shareholder. 

Provided that the shareholders approve the resolutions included in agenda items
3 and 4, an additional payment of 0.20 euro per share (total of 8,146 thousand
euros) will be made to the shareholders, in addition to dividends in 2014, due
to the decreasing of share capital. 



3. Amendment of the articles of association

Due to the decreasing of share capital, points 1 and 2 of §2 of the articles of
association will be amended, and a new version of the articles of association
will be approved, in which the points to be amended are specified as follows: 

§ 2  The amount of share capital and nominal value of a share of the Company

1.    The minimum size of the Company’s share capital is EUR 10,000,000 and the
maximum size is EUR 40,000,000. 

2.    The Company has registered shares with a nominal value of 40 eurocents.



4. Decreasing of share capital

The share capital will be decreased as follows:

The share capital of the public limited company will be decreased by 8,145,840
euros from the current 24,437,520 euros to 16,291,680 euros. The share capital
will be decreased by lowering the nominal value of shares by 0.20 euro from
current 0.60 euro to 0.40 euro (the total number of shares will not be
changed). After the decreasing of the share capital is registered with the
commercial register, the share capital of the public limited company will be
16,291,680 euros, comprising of 40,729,200 shares with the nominal value of
0.40 euro each. The share capital is decreased to improve the structure of
capital. The decreasing of the share capital of the public limited company
enables to balance the ratio of the group’s debt capital and owner’s equity,
and improve the group’s return on equity. The public limited company does not
require a share capital in the current amount and the requirements set by
legislation on share capital are met with a smaller share capital. When the
share capital is decreased, the shareholders will be made a payment of 0.20
euro per share within the term set down by legislation. The list of
shareholders included in the decreasing of the share capital will be fixed as
of 10 April 2014 at 11:59 PM. 

________________________________________________________________________________
______ 

The shareholders whose shares represent at least 1/20 of the share capital may
request the inclusion of additional issues to the agenda of the general
meeting, provided that the respective request has been submitted in writing no
later than by 12 March 2014. The shareholders whose shares represent at least
1/20 of the share capital may submit a written draft of the resolution in
respect to each item on the agenda no later than by 24 March 2014. More
detailed information available on §287 of the Commercial Code (right of
shareholder to information), §293 (2) (right to demand the inclusion of
additional issues in the agenda) and §2931 (3) (obligation to submit
simultaneously with the request on the modification of the agenda a draft of
the resolution or substantiation) and §2931 (4) (right to submit a draft of the
resolution in respect to each item on the agenda) about the rules and term of
exercising these rights have been published on the homepage of Tallinna
Kaubamaja AS at www.tkmgroup.ee. The drafts of the resolutions and
substantiations submitted by the shareholders will be published on the same
homepage, if any are received. After the items on the agenda of the general
meeting, including additional issues, have been discussed, the shareholders can
ask for information from the management board about the activity of the public
limited company. 

The documents of the annual general meeting, including the annual report, sworn
auditor’s report, proposal for profit distribution, report of the supervisory
board, drafts of the resolutions and draft articles of association of Tallinna
Kaubamaja AS are made available on the homepage of Tallinna Kaubamaja AS at
www.tkmgroup.ee, and from the publication of the notice on calling the general
meeting until the day of the general meeting is held, in the secretariat of
Tallinna Kaubamaja AS at Gonsiori 2 (2nd floor) in Tallinn on business days
from 10 AM to 4 PM. Questions about the topics included in the agenda of the
general meeting can be sent to the following e-mail address
[email protected] or by post to the address of the public limited
company or by telephone 66 73 300. 

Please submit the following documents to register the participants of the
general meeting: 

a shareholder that is a natural person – personal identification document; a
representative of a shareholder that is a natural person – personal
identification document and a written letter of authorisation; a legal
representative of a shareholder that is a legal person – an extract of the
relevant (commercial) register in which the legal person is registered, and the
personal identification document of the representative; a transactional
representative of a shareholder that is a legal person is also required to
submit a written authorisation issued by the legal representative of the legal
person in addition to the above listed documents. We ask the documents of a
legal person registered in a foreign country to be legalised or having an
apostille attached to the documents beforehand, unless specified otherwise in
an international agreement. Tallinna Kaubamaja AS may register a shareholder
that is a legal person from a foreign country to the general meeting also in
case all required information on the legal person and its representative are
included in a notarised letter of authorisation issued in the foreign country
and the respective letter of authorisation is accepted in Estonia. We ask you
to present a passport or an ID-card as a personal identification document. 

A shareholder may inform of the appointment of a representative or withdrawal
of an authorisation given to a representative before the general meeting by
e-mail on [email protected] or by submitting the mentioned
document(s) on business days from 10 AM to 4 PM no later than by 26 March 2014
to the secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2nd floor) in
Tallinn, prepared on the respective forms published on the homepage of Tallinna
Kaubamaja AS at www.tkmgroup.ee. You can find information about appointment of
a representative or withdrawal of an authorisation on the same homepage. 



Respectfully

The Management Board of Tallinna Kaubamaja Aktsiaselts


         Raul Puusepp
         Chairman of the Board
         Phone +372 731 5000