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Notice of convening Annual General Meeting of shareholders of Tallinna Kaubamaja Grupp AS

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The Management Board of Tallinna Kaubamaja Grupp AS (registry code 10223439,
seat Gonsiori 2, 10143 Tallinn), convenes an annual general meeting of
shareholders on 12 April 2016 at 14:00, in the Conference centre of Nordic
Hotel Forum Radisson, Viru väljak 3, Tallinn. 

Registration of the participants begins on 12 April 2016 at 13.30. The list of
shareholders entitled to participate in the general meeting will be decided at
5 April 2016 at 23.59. 

The Supervisory Board of Tallinna Kaubamaja Grupp AS has determined the
following agenda of the annual general meeting and makes the following
proposals. 

1. Approval of the annual report of 2015 of Tallinna Kaubamaja Grupp AS

To approve the annual report of Tallinna Kaubamaja Grupp AS for 2015 prepared
by the Management Board of Tallinna Kaubamaja Grupp AS and approved by the
Supervisory Board, according to which the consolidated balance sheet of
Tallinna Kaubamaja Grupp AS as at 31.12.2015 is 347,980 thousand euros, the
sales revenue for the accounting year is 555,447 thousand euros and the net
profit 22,071 thousand euros. 

2. Distribution of profit

To approve the profit distribution proposal of 2015 of Tallinna Kaubamaja Grupp
AS, presented by the Management Board and approved by the Supervisory Board, as
follows: 

Retained profits of previous years              73,197 thousand euros
Net profit of 2015                              22,071 thousand euros
Total distributable profit as at 31.12.2015     95,268 thousand euros
To pay dividends 0.52 euros per share           21,179 thousand euros
Retained profits after distribution of profits  74,089 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at
26 April 2016 at 23.59. Dividends shall be paid to the bank accounts of
shareholders via transfer on 27 April 2016. 

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 28 March 2016. 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 8 April 2016. 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 Grupp 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 of Tallinna Kaubamaja Grupp AS are made
available on the homepage of Tallinna Kaubamaja Grupp 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
Grupp 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 Grupp 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 8 April 2016
to the secretariat of Tallinna Kaubamaja Grupp AS at Gonsiori 2 (2nd floor) in
Tallinn, prepared on the respective forms published on the homepage of Tallinna
Kaubamaja Grupp AS at www.tkmgroup.ee. You can find information about
appointment of a representative or withdrawal of an authorisation on the same
homepage. 


         Raul Puusepp
         Chairman of the Board
         Phone: +372 731 5000