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 17(th) of  March 2023 at  2 p.m. in  Tallinn, at  Viking Motors
dealership at Tammsaare tee 51.

The  registration of  the participants  of the  meeting will  start on 17(th) of
March 2023 at 1.30 p.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  2023, 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. In addition, shareholders will be able to participate in an online
seminar of the annual general meeting. Via the online seminar, it is possible to
see and 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.

Shareholders  who are  attending the  general meeting  in person must follow the
instructions  and arrangements given by the Management Board in order to protect
the   health  of  the  participants.  We  would  like  to  emphasise  that  only
shareholders  or  their  authorised  representatives  without  any  symptoms are
allowed to participate in the general meeting in person.

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 2022 annual report of Tallinna Kaubamaja Grupp AS
To  approve  the  annual  report  for  2022 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  2022 is  646,797 thousand  euros,  sales  revenue  862,763 thousand
euros, and net profit 29,485 thousand euros.

2. Distribution of profits
To approve the proposal for the distribution of the profit of Tallinna Kaubamaja
Grupp  AS  for  2022 submitted  by  the  Management  Board  and  approved by the
Supervisory Board as follows:

  Retained earnings from previous years                  86,298 thousand euros

  Net profit for 2022                                    29,485 thousand euros

  Total distributable profit as at 31 December 2022     115,783 thousand euros

  Pay a dividend of 0.68 euros per share                 27,696 thousand euros

  Retained earnings after the distribution of profits    88,087 thousand euros

The  list of  shareholders entitled  to receive  the dividend  will be  fixed on
31(st) of  March 2023 as at the end of the business day of Nasdaq CSD's Estonian
settlement  system. The dividend will be  paid to shareholders on 5(th) of April
2023 by transfer to the shareholder's bank account.

3. Recalling  a Supervisory  Board member  and electing  a new Supervisory Board
member
Supervisory  Board  member  Andres  Järving  has  submitted an application to be
reinstated  from  the  Council  as  of  01.01.2023 (stock  exchange announcement
04.01.2023). The  Supervisory Board proposes to  recall Supervisory Board member
Andres  Järving  at  the  meeting  on  17.03.2023, whose powers will expire upon
recall.
The  Supervisory Board  proposes to  elect Kristo  Anton as  a new member of the
Supervisory  Board of Tallinna  Kaubamaja Grupp AS  from 17.03.2023 for a 3-year
term.
Remunerate  the new Supervisory Board member  in accordance with the decision of
the general meeting on 19.03.2021 (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 2(nd) of
March  2023. 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 14(th) of  March 2023. 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,  the  introduction  of  the  new  Supervisory  Board  member
candidate,  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.

For  voting before 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 16(th) of
March  2023. 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  2023 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 14(th) of March 2023 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     on     16(th) of     March     2023 here:
https://nasdaq.zoom.us/webinar/register/WN_7BKqLZovSKmU9vCEq5DDHA.         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,  Chief Legal Officer, 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 16(th) of March
2023 to [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.

Yours sincerely
Management Board of Tallinna Kaubamaja Grupp AS