Börsiteade

Pealkiri

Notice of convening the annual general meeting of shareholders of TKM Grupp AS

Teade

The Management Board of TKM Grupp AS (registry code 10223439, location Kaubamaja
1, 10143, Tallinn)  convenes  the  annual  general  meeting  of  shareholders on
17(th) of  March 2026 at 12 p.m. at the Nordic Hotel Forum (address: Viru väljak
3, Tallinn).

The  registration of  the participants  of the  meeting will  start on 17(th) of
March  2026 at  11.30 a.m.  The  list  of  shareholders  entitled to vote at the
general  meeting will be  fixed seven days  before the general  meeting, i.e. on
10(th) of March 2026, as at the end of the business day of Nasdaq CSD's Estonian
settlement system.

In  order to exercise the shareholder's  rights, in addition to participating in
person,  it is also  possible to vote  before the general  meeting via e-mail or
regular  mail. A more detailed overview of how it is possible to vote before the
general  meeting  is  provided  in  the  'Organisational issues' section of this
notice. An online seminar for the general meeting will not be held.

The  Supervisory Board of  TKM Grupp AS  determined the following  agenda of the
annual general meeting and submits the following proposals to the shareholders:

1. Approval of the 2025 annual report of TKM Grupp AS

To  approve the annual report  for 2025 prepared by the  Management Board of TKM
Grupp  AS and approved  by the Supervisory  Board, in accordance  with which the
consolidated  balance sheet of  TKM Grupp AS  as at 31 December 2025 is 697,975
thousand  euros, sales  revenue 919,648 thousand  euros, and  net profit 17,527
 thousand euros.

2. Distribution of profits

To  approve the proposal for the distribution of  the profit of TKM Grupp AS for
2025 submitted  by the Management Board and approved by the Supervisory Board as
follows:

Retained  earnings  from  previous  years
106,701 thousand euros
Net profit for 2025
                        17,527 thousand euros
Total distributable profit as at 31 December 2025
   124,228 thousand euros
Pay  a dividend of 0.60 euros per share
           24,438 thousand euros
Retained earnings after the distribution of profits
        99,790 thousand euros

The list of shareholders entitled to receive the dividend will be fixed on
31(st) of March 2026 as at the end of the business day of Nasdaq CSD's Estonian
settlement system. The dividend will be paid to shareholders on 7(th) of April
2026 by transfer to the shareholder's bank account.

3. Approval of the principles of remuneration of the Management Board members

To approve the Remuneration Policy of TKM Grupp AS as adopted by the Supervisory
Board.

Pursuant  to the Securities Market Act  (Section 135² (11)), the General Meeting
shall vote on the principles of remuneration at least once every four years, and
the  resolution of the General Meeting  approving the remuneration principles is
of a recommendatory nature for the Supervisory Board.

Organisational issues

Shareholder's  rights  in  connection  with  the  agenda of the general meeting.
Shareholders  whose  shares  represent  at  least  1/20 of the share capital may
request  that additional issues be included in the agenda of the general meeting
if  the respective  request is  submitted in  writing no  later than on 2(nd) of
March  2026. Shareholders  whose  shares  represent  at  least 1/20 of the share
capital  may submit a draft  resolution on each agenda  item in writing no later
than  on 13(th) of  March 2026. More  detailed information  on the procedure and
term for exercising the rights specified in section 287 (right of shareholder to
information),  subsection  293 (2)  (right  to  request  inclusion of additional
issues  on the agenda), and  subsection 293(1) (3) (obligation to simultaneously
with  the demand on the modification of  the agenda submit a draft resolution or
substantiation)  and 4 (right  to submit  a draft  resolution in respect to each
item  on the agenda) of  the Commercial Code is  available on the website of TKM
Grupp  AS  www.tkmgrupp.ee  (http://www.tkmgrupp.ee)  and  attached to the stock
exchange  announcement  published  on  the  website  of  the Nasdaq Baltic Stock
Exchange    (https://nasdaqbaltic.com/).   The   drafts   of   resolutions   and
substantiations  of the resolutions  submitted by the  shareholders, if any, are
also published on the website of TKM Grupp AS.

Examination of the documents of the general meeting. The documents of the annual
general  meeting  of  TKM  Grupp  AS,  including  the  annual  report, the sworn
auditor's   report,   the  profit  distribution  proposal,  the  report  of  the
Supervisory  Board, the remuneration policy, and  the drafts of resolutions, are
available    on    the    website   of   TKM   Grupp   AS   at   www.tkmgrupp.ee
(http://www.tkmgrupp.ee)  and  attached  to  the  stock  exchange  announcement.
Questions about the topics on the agenda of the general meeting can be submitted
by  email to [email protected]  (mailto:[email protected]), by letter  sent to the
address of the public limited company, or by phone at 66 73 300.

For  voting before the general  meeting, we ask the  shareholders to fill in the
ballot   papers,   which   are   available  on  the  website  of  TKM  Grupp  AS
(www.tkmgrupp.ee  (http://www.tkmgrupp.ee)) and  attached to  the stock exchange
announcement  convening the general meeting. When voting by email, the completed
ballot papers must be digitally signed and sent to the Management Board by email
at  [email protected]  (mailto:[email protected])  no  later  than  at  12 p.m. on
16(th) of  March 2026. When voting by post,  the completed ballot papers must be
signed by hand and sent to the Management Board by post no later than at noon on
16(th) of  March 2026 at the address TKM Grupp AS, Kaubamaja 1, Tallinn, 10143,
together  with a  copy of  the personal  data page  of the  signatory's identity
document.  If the shareholder who submitted  the ballot paper before the general
meeting  also physically participates in the  general meeting, all ballot papers
sent  by the shareholder before the general  meeting will be deemed invalid. The
exact  procedure  for  voting  before  the  general  meeting  is provided in the
shareholder  information document, which is available both on the website of TKM
Grupp  AS at www.tkmgrupp.ee (http://www.tkmgrupp.ee)  and attached to the stock
exchange announcement convening the general meeting.

Appointment of a representative. Prior to the general meeting, a shareholder may
announce  the appointment  of a  representative and  revocation of  the power of
attorney    by   the   represented   person   by   email   at   [email protected]
(mailto:[email protected])  or by sending  the said document(s)  no later than on
13(th) of  March 2026 at the address TKM Grupp AS, Kaubamaja 1, Tallinn, 10143,
using  the  forms  published  on  the  website  of  TKM Grupp AS www.tkmgrupp.ee
(http://www.tkmgrupp.ee)   and  attached  to  the  stock  exchange  announcement
convening  the general meeting. Information on  the procedure for appointing and
revoking a representative can also be found there.

To register physical participants in the general meeting, please submit:

  * for a shareholder who is a natural person - an identity document; for a
    representative, additionally a written power of attorney;
  * for a shareholder who is a legal person - an extract from the relevant
    (commercial) register where the legal person is registered (except for legal
    persons registered in Estonia) and for a legal representative, an identity
    document; for an authorized representative, in addition to the above-
    mentioned documents, a written power of attorney issued by the legal
    person's legal representative must be submitted. Documents of a legal person
    registered abroad must be legalised or certified with an apostille in
    advance, unless otherwise provided by an international agreement. TKM Grupp
    AS may also register a foreign legal person as a participant in the general
    meeting if all the required information about the legal person and the
    representative is contained in a notarial power of attorney issued to the
    representative abroad and the power of attorney is acceptable in Estonia.

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

Yours sincerely
Management Board of TKM Grupp AS
[email protected] (mailto:[email protected])
66 73 300