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Pealkiri

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   Kaubamaja  1, 10143 Tallinn),  convenes  an  annual  general  meeting  of
shareholders  on 21 March 2019 at 12:00, in the Conference centre of Sokos Hotel
Viru, Viru väljak 4, Tallinn.

Registration  of the participants begins on  21 March 2019 at 11.30. The list of
shareholders  entitled to participate in the  general meeting will be determined
as at seven days before holding the general meeting, i.e. as at 14 March 2019 at
the end of the working day of the Nasdaq CSD Estonian Settlement System.

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 2018 of Tallinna Kaubamaja Grupp AS
To approve the annual report of Tallinna Kaubamaja Grupp AS for 2018 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 31.12.2018 is 411,077 thousand euros, the sales revenue
for  the accounting  year is  681,181 thousand euros  and the net profit 30,438
thousand euros.

2. Distribution of profit
To  approve the profit distribution proposal of 2018 of Tallinna Kaubamaja Grupp
AS,  presented by the Management Board and approved by the Supervisory Board, as
follows:

  Retained profits of previous years                80,846 thousand euros

  Net profit of 2018                                30,438 thousand euros

  Total distributable profit as at 31.12.2018      111,284 thousand euros

  To pay dividends 0.71 euros per share             28,918 thousand euros

  Retained profits after distribution of profits    82,366 thousand euros

The  list of shareholders with a right to receive dividends shall be fixed as at
4 April 2019 at the end of the working day of the Nasdaq CSD Estonian Settlement
System.  Dividends  shall  be  paid  to  the  bank  accounts of shareholders via
transfer on 12 April 2019.

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 2019-2021 of
Tallinna Kaubamaja Grupp AS. The amount of the auditor's fee shall be decided by
the Management Board of the company.

Operational issues

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  6 March 2019. 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 18 March 2019. 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
§293(1)  (3)  (obligation  to  submit  simultaneously  with  the  request on the
modification  of the  agenda a  draft of  the resolution  or substantiation) and
§293(1)  (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
(http://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
(http://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 Kaubamaja 1 (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 18 March  2019 to the secretariat of
Tallinna  Kaubamaja Grupp AS at Kaubamaja  1 (2nd floor) in Tallinn, prepared on
the respective forms published on the homepage of Tallinna Kaubamaja Grupp AS at
www.tkmgroup.ee   (http://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

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