Börsiteade

Pealkiri

Notice of convening the annual general meeting of shareholders of Tallinna Kaubamaja Grupp AS

Teade

The  Management Board of  Tallinna Kaubamaja Grupp  AS (registry code 10223439,
location  Kaubamaja 1, 10143, Tallinn)  convenes the  annual general  meeting of
shareholders  on 19 March 2021 at 11 a.m. in  Tallinn, at the Radisson Blu Hotel
Olümpia Conference Centre at Liivalaia 33.

The registration of the participants of the meeting will start on 19 March 2021
at  10.30 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 12 March 2021, as
at the end of the business day of Nasdaq CSD's Estonian settlement system.

The  Management  Board  announces  that  due  to  the spread of the coronavirus,
shareholders  have the  opportunity to  vote on  the items  on the agenda of the
general meeting by email or post before the general meeting, if they so wish. In
addition,  shareholders will be able to participate  in an online seminar of the
annual general meeting by registering no later than at 12 p.m. on 18 March 2021
here:   https://register.gotowebinar.com/register/9214160741195990798.  Via  the
online  seminar, it is  possible to listen  to what is  happening at the general
meeting  and ask questions. It is not  possible to participate in voting through
the  online seminar.  A more  detailed overview  of how  it is  possible to vote
before  the general meeting and participate in the online seminar is provided in
the 'Organisational issues' section of this notice.

The Management Board confirms that the necessary measures are taken at the venue
of  the general meeting to protect  the participants to minimise the possibility
of  the  spread  of  the  coronavirus  and  that  the necessary disinfection and
personal  protective  equipment  is  available  at  the venue of the meeting. If
necessary,  the measures  to be  implemented will  be supplemented in accordance
with  the situation prevailing at  the time of the  general meeting and possible
social restrictions.

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

1. Approval of the 2020 annual report of Tallinna Kaubamaja Grupp AS
To  approve  the  annual  report  for  2020 prepared  by the Management Board of
Tallinna Kaubamaja Grupp AS and approved by the Supervisory Board, in accordance
with  which the consolidated balance sheet of  Tallinna Kaubamaja Grupp AS as at
31 December  2020 is  597,284 thousand  euros,  sales  revenue  741,938 thousand
euros, and net profit 19,499 thousand euros.

2. Distribution of profits
To approve the proposal for the distribution of the profit of Tallinna Kaubamaja
Grupp  AS  for  2020 submitted  by  the  Management  Board  and  approved by the
Supervisory Board as follows:

  Retained earnings from previous years                  82,132 thousand euros

  Net profit for 2020                                    19,499 thousand euros

  Total distributable profit as at 31 December 2020     101,631 thousand euros

  Pay a dividend of 0.60 euros per share                 24,438 thousand euros

  Retained earnings after the distribution of profits    77,193 thousand euros

The  list of shareholders entitled  to receive the dividend  will be fixed on 6
April 2021 as at the end of the business day of Nasdaq CSD's Estonian settlement
system. The dividend will be paid to shareholders on 9 April 2021 by transfer to
the shareholder's bank account.

3. Election  of  members  of  the  Supervisory  Board  and  determination of the
procedure for remuneration
In  connection with  the expiry  of the  term of  office of  the members  of the
Supervisory  Board on 20 May 2021, the Supervisory  Board proposes to elect Jüri
Käo,  Andres Järving, Enn Kunila, Gunnar Kraft,  and Meelis Milder as members of
the  Supervisory Board of Tallinna  Kaubamaja Grupp AS for  the next 3-year term
from 21 May 2021.
The  remuneration of  the members  of the  Supervisory Board  is as follows: the
remuneration  paid to the  Chairman of the  Supervisory Board is 2,400 euros per
month  and the  remuneration paid  to the  members of  the Supervisory  Board is
2,000 euros per month.

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 4 March
2021. 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 16
March  2021. 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 Tallinna Kaubamaja Grupp
AS  www.tkmgroup.ee  (https://www.tkmgroup.ee/en)  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 Tallinna Kaubamaja Grupp AS.

Examination of the documents of the general meeting. The documents of the annual
general meeting of Tallinna Kaubamaja Grupp AS, including the annual report, the
sworn  auditor's report,  the profit  distribution proposal,  the report  of the
Supervisory  Board, and the drafts of  resolutions, are available on the website
of  Tallinna Kaubamaja Grupp  AS at www.tkmgroup.ee (https://www.tkmgroup.ee/en)
and  attached to the stock exchange announcement. In addition, the documents are
available from the publication of the notice convening the general meeting until
the  day of the  general meeting on  working days from  10 a.m. to 4 p.m. in the
office  of Tallinna  Kaubamaja Grupp  AS at  Kaubamaja 1 (5th floor) in Tallinn.
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.

Before  voting at the  general meeting, we  ask the shareholders  to fill in the
ballot papers, which are available on the website of Tallinna Kaubamaja Grupp AS
(https://www.tkmgroup.ee/  (https://www.tkmgroup.ee/en))  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]  no later  than at 12 p.m. on 18 March
2021. 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 18 March 2021
at  the  address  Tallinna  Kaubamaja  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
Tallinna  Kaubamaja Grupp AS at www.tkmgroup.ee (https://www.tkmgroup.ee/en) 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  handing  over  the  said  document(s) on
business  days from  10 a.m. to  4 p.m. no  later than  on 16 March  2021 at the
Tallinna  Kaubamaja Grupp AS office at Kaubamaja 1 (5th floor) in Tallinn, using
the   forms   published   on   the   website  of  Tallinna  Kaubamaja  Grupp  AS
www.tkmgroup.ee  (https://www.tkmgroup.ee/en) 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:
a   shareholder  who  is  a  natural  person  -  an  identity  document;  for  a
representative  of a shareholder who is a  natural person - an identity document
and  a written power of attorney; legal representative of a shareholder who is a
legal  person -  an extract  from the  relevant (commercial)  register where the
legal person is registered and an identity document of the representative;
the transaction-based representative of a shareholder who is a legal person must
submit  a written power  of attorney issued  by the legal  representative of the
legal person in addition to the specified documents. Documents of a legal person
registered  abroad must be legalised or  certified with an apostille in advance,
unless  otherwise  provided  by  an  international agreement. Tallinna Kaubamaja
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.

To participate in the online seminar of the general meeting, please:
register    no    later    than    at    12 p.m.    on    18 March    2021 here:
https://register.gotowebinar.com/register/9214160741195990798.             After
registration,  a  link  to  the  online  seminar  and instructions for using the
environment  will be sent. If you are  attending an online seminar for the first
time, you will be asked to download the required application. If the application
fails  to download, a web browser opens automatically, allowing you to listen to
the online seminar. The online seminar will be held in Estonian.
At  the online  seminar, Raul  Puusepp, Chairman  of the Management Board, Marit
Vooremäe, Chief Financial Officer, and Helen Tulve, Legal Director, will present
the company's results and answer questions. As the time of the online seminar is
limited,   please   send   questions   via  email  by  noon  on  18 March  2021
[email protected] (mailto:[email protected]).
The  online  seminar  will  be  recorded  and published on the company's website
https://www.tkmgroup.ee  (https://www.tkmgroup.ee/en) and the YouTube channel of
Nasdaq Baltic.

The  majority shareholder of Tallinna Kaubamaja  Grupp AS, OÜ NG Investeeringud,
has  notified the  Management Board  of its  intention to  vote in favour of the
items  on the agenda of the general meeting in accordance with the drafts of the
resolutions.

Yours sincerely
Management Board of Tallinna Kaubamaja Grupp AS