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 18(th) of  March 2024 at  12 p.m. in  Tallinn, at Viking Motors
dealership at Tammsaare tee 51.

The  registration of  the participants  of the  meeting will  start on 18(th) of
March  2024 at  11.30 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
11(th) of March 2024, 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.

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 2023 annual report of Tallinna Kaubamaja Grupp AS
To  approve  the  annual  report  for  2023 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  2023 is  691,508 thousand  euros,  sales  revenue  947,257 thousand
euros, and net profit 37,424 thousand euros.

2. Distribution of profits
To approve the proposal for the distribution of the profit of Tallinna Kaubamaja
Grupp  AS  for  2023 submitted  by  the  Management  Board  and  approved by the
Supervisory Board as follows:

  Retained earnings from previous years                  90,536 thousand euros

  Net profit for 2023                                    37,424 thousand euros

  Total distributable profit as at 31 December 2023     127,960 thousand euros

  Pay a dividend of 0,72 euros per share                 29,325 thousand euros

  Retained earnings after the distribution of profits    98,635 thousand euros

The  list of  shareholders entitled  to receive  the dividend  will be  fixed on
3(rd) of  April 2024 as at the end of  the business day of Nasdaq CSD's Estonian
settlement  system. The dividend will be  paid to shareholders on 8(th) of April
2024 by transfer to the shareholder's bank account.

3. Recalling  members  of  the  Supervisory  Board,  electing new members of the
Supervisory Board and determination of the procedure for remuneration
In  connection with the expiration of the term  of office of some members of the
Supervisory Board on the 20(th) of May 2024 and the desire to harmonize the term
of  office  of  the  members  of  the  Supervisory  Board, the Supervisory Board
proposes  to recall the  entire composition of  the current Supervisory Board of
Tallinna  Kaubamaja Grupp AS from 20(th) of May  2024 and to elect as members of
the Supervisory Board of Tallinna Kaubamaja Grupp AS from 20(th) of May 2024 for
the  next 3-year  term Jüri  Käo, Enn  Kunila, Gunnar  Kraft, Meelis  Milder and
Kristo Anton.
Remunerate  the members of the  Supervisory Board as follows:  the amount of the
fee  paid to the chairman of the  Supervisory Board is 4,200 euros per month and
the amount of the fee paid to the member of the Supervisory Board is 3,500 euros
per month.

4. Change  of articles  of association  and business  name of Tallinna Kaubamaja
Grupp AS
With  the aim of creating  greater clarity for shareholders  and the public that
Tallinna  Kaubamaja Grupp includes several different business lines, adopt a new
business name and change the Articles of Association of Tallinna Kaubamaja Grupp
AS in such a way that the new business name of the public limited company is TKM
Grupp  AS. Amendment of the  articles of association is  necessary to change the
business   name,  otherwise  there  will  be  no  changes  in  the  articles  of
association. To approve the new version of the Articles of Association.

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 1(st) of
March  2024. 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 13(th) of  March 2024. 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.tkmgrupp.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,  draft  amendment  to  the  Articles  of  Association,  the
introduction  of  the  Supervisory  Board  member  candidates, and the drafts of
resolutions,  are available  on the  website of  Tallinna Kaubamaja  Grupp AS at
www.tkmgrupp.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  info@tkmgrupp.ee
(mailto:tkmgroup@kaubamaja.ee),  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.tkmgrupp.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 info@tkmgrupp.ee no later  than at 12 p.m. on 15(th) of March
2024. 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 15(th) of
March  2024 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.tkmgrupp.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   info@tkmgrupp.ee
(mailto:tkmgroup@kaubamaja.ee)  or  by  handing  over  the  said  document(s) on
business  days from 10 a.m. to  4 p.m. no later than  on 13(th) of March 2024 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.tkmgrupp.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     15(th) of     March     2024 here:
https://worksup.com/app?id=TKM180324
After registration, but not later than 3 days before the general meeting, a link
to  the online seminar  will be sent  to the registered  shareholder. 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 15(th) of March
2024 to info@tkmgrupp.ee (mailto:tkmgroup@kaubamaja.ee).
The  online  seminar  will  be  recorded  and published on the company's website
https://www.tkmgrupp.ee (https://www.tkmgroup.ee/en).

Yours sincerely
Management Board of Tallinna Kaubamaja Grupp AS