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 26 March 2015 at 16:00, in the Conference centre of Nordic Hotel Forum
Radisson, Viru väljak 3, Tallinn. 

Registration of the participants begins on 26 March 2015 at 15.30. The list of
shareholders entitled to participate in the general meeting will be decided at
19 March 2015 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 2014 of Tallinna Kaubamaja AS

To approve the annual report of Tallinna Kaubamaja AS for 2014 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 31.12.2014 is 342,907 thousand euros, the sales revenue for the
accounting year is 535,045 thousand euros and the net profit 20,295 thousand
euros. 

2. Distribution of profit

To approve the profit distribution proposal of 2014 of Tallinna Kaubamaja AS,
presented by the Management Board and approved by the Supervisory Board, as
follows: 

Retained profits of previous years              67,736 thousand euros
Net profit of 2014                              20,295 thousand euros
Total distributable profit as at 31.12.2014     88,031 thousand euros
To pay dividends 0.40 euros per share           16,292 thousand euros
Retained profits after distribution of profits  71,739 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at
13 April 2015 at 23.59. Dividends shall be paid to the bank accounts of
shareholders via transfer on 14 April 2015. 

3. Appointment of an auditor and determination of remuneration procedure

The Supervisory Board makes a proposal to appoint AS PricewaterhouseCoopers,
registry code 10142876, to conduct the audit of financial years 2015-2017 of
Tallinna Kaubamaja AS. The amount of the auditor’s fee shall be decided by the
Management Board of the company. 

4. Election of the members of the Supervisory Board and determination of the
remuneration procedure 

In conjunction with expiry of the term of authorities of members of the
Supervisory Board on 19 May 2015, the Supervisory Board makes a proposal to
elect Andres Järving, Jüri Käo, Enn Kunila, Meelis Milder and Gunnar Kraft as
the members of the Supervisory Board of Tallinna Kaubamaja AS from 20 May 2015
for the next 3 years term of authorities. 

To continue remunerating the members of the Supervisory Board in the current
rate: the remuneration paid to the Chairman of the Supervisory Board is 1,200
euros per month and the remuneration paid to the Member of the Supervisory
Board is 1,000 euros per month. 

5. Change of the business name and amendment of the articles of association

The Supervisory Board proposes changing the business name of Tallinna Kaubamaja
AS and approve Tallinna Kaubamaja Grupp AS as the new business name. In
connection with changing the business name, amend point 1 of §1 of the articles
of association, and approve the new version of the articles of association,
where point 1 of §1 is worded as follows: “The business name of the public
limited company (hereinafter Company) is Tallinna Kaubamaja Grupp AS”. 

________________________________________________________________________________
_____________ 

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 11 March 2015. 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 23 March 2015. 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
apostil 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 24 March 2015
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