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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 23 March 2017 at 11:00, in the Conference centre of Nordic
Hotel Forum Radisson, Viru väljak 3, Tallinn. 

Registration of the participants begins on 23 March 2017 at 10.30. The list of
shareholders entitled to participate in the general meeting will be decided at
16 March 2017 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 2016 of Tallinna Kaubamaja Grupp AS

To approve the annual report of Tallinna Kaubamaja Grupp AS for 2016 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 31.12.2016 is 388,683 thousand euros, the
sales revenue for the accounting year is 598,414 thousand euros and the net
profit 25,725 thousand euros. 

2. Distribution of profit

To approve the profit distribution proposal of 2016 of Tallinna Kaubamaja Grupp
AS, presented by the Management Board and approved by the Supervisory Board, as
follows: 

Retained profits of previous years               75,547 thousand euros
Net profit of 2016                               25,725 thousand euros
Total distributable profit as at 31.12.2016     101,272 thousand euros
To pay dividends 0.63 euros per share            25,659 thousand euros
Retained profits after distribution of profits   75,613 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at
6 April 2017 at 23.59. Dividends shall be paid to the bank accounts of
shareholders via transfer on 7 April 2017. 

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 8 March 2017. 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 20 March 2017. 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 20 March 2017
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 Management Board
         Phone: +372 731 5000