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NOTICE OF CONVENING ANNUAL GENERAL MEETING OF SHAREHOLDERS OF TALLINNA KAUBAMAJA AKTSIASELTS

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The Management Board of Tallinna Kaubamaja AS (registry code 10223439, seat
Gonsiori 2, 10143 Tallinn), calls an annual general meeting of shareholders on
12 April 2012 at 15:00, in the Conference centre of Radisson Blu Hotel Olümpia,
Liivalaia 33, Tallinn. 

Registration of the participants begins on 12 April 2012 at 14.30.

The Supervisory Board of Tallinna Kaubamaja AS has determined the following
agenda of the annual general meeting and makes the following proposals. 

1. Approval of the annual report of 2011 of Tallinna Kaubamaja AS

To approve the annual report of Tallinna Kaubamaja AS for 2011 prepared by the
Management Board of Tallinna Kaubamaja AS and approved by the Supervisory
Board, according to which the consolidated balance sheet of Tallinna Kaubamaja
AS as at 31.12.2011 is 262,466 thousand euros, the sales revenue for the
accounting year was 435,977 thousand euros and the net profit 21,538 thousand
euros. 

2. Distribution of profit

To approve the profit distribution proposal of 2011 of Tallinna Kaubamaja AS,
presented by the Management Board and approved by the Supervisory Board, as
follows: 

Retained profits of previous years                                            
38,795 thousand euros 

Net profit of 2011                                                             
             21,538 thousand euros 

Total distributable profit as at 31.12.2011                               
60,333 thousand euros 

To pay dividends 0.35 euros per share                                    14,255
thousand euros 

Retained profits after distribution of profits                             
46,078 thousand euros 

The list of shareholders with a right to receive dividends shall be fixed as at
26.04.2012 at 23.59. Dividends shall be paid to the bank accounts of
shareholders via transfer on 27.04.2012. 

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 2012-2014 of
Tallinna Kaubamaja AS. The amount of the auditor’s fee shall be decided by the
Management Board of the company. 

4. Election of members of the Supervisory Board

In conjunction with expiry of the term of authorities of members of the
Supervisory Board on 19 May 2012, the Supervisory Board makes a proposal to
elect Andres Järving, Jüri Käo, Enn Kunila, Meelis Milder and Gunnar Kraft as
the members of the Supervisory Board of Tallinna Kaubamaja AS from 20 May 2012
for the next term of authorities. 



Information concerning the procedure for and term of exercising the rights
specified in § 287 of the Commercial Code (right of a shareholder to
information), § 293 (2) (right to demand the inclusion of additional items on
the agenda), § 2931 (3) (obligation to simultaneously submit a draft resolution
or justification along with the request to supplement the agenda) and § 2931
(4) (right to present a draft resolution for each item of the agenda) is
available on the website of Tallinna Kaubamaja AS: www.kaubamaja.ee. 

The documentation of the annual general meeting of Tallinna Kaubamaja AS,
including the annual report, report of the sworn auditor, profit distribution
proposal, report of the Supervisory Board and draft resolutions, can be viewed
at the webpage of Tallinna Kaubamaja AS at www.kaubamaja.ee and in the
secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2nd floor) in Tallinn every
workday from 10.00–16.00 from the date of publication of the notice calling the
general meeting until the day of the general meeting. Questions on the topics
on the agenda of the general meeting can be submitted to the e-mail:
[email protected], via a letter addressed to Tallinna Kaubamaja AS
or by telephone 66 73 300. 

The list of shareholders entitled to participate in the general meeting will be
decided as at seven days before the general meeting, that is, 05.04.2012 at
23.59. 

In order to register for the general meeting, please submit the following:

in the case of natural person shareholders – an identity document; in the case
of legal person shareholder – an identity document and a written authorization
document; 

in the case of legal representative of a legal person shareholder – an extract
from the corresponding (business) register in which the legal person is
registered (for Estonian legal persons, an extract of the B-card, not older
than 7 days) and the identity document of the representative; in the case of
transactional representative of a legal person shareholder, a written
authorization document issued by the legal representative of the legal person
shall be presented in addition the abovementioned documents. We must ask for
prior legalization or postulation of the documents of legal persons registered
in a foreign country, unless otherwise stated in the international agreement.
Tallinna Kaubamaja AS may register a foreign legal person shareholder as a
participant in the general meeting also when all required information on the
legal person and its representative are included in the notarized authorization
document issued in a foreign country and the authorization document is
acceptable in Estonia. 

Please present a passport or an ID-card as an identity document.

Before the general meeting, a shareholder has a right to notify on assigning a
representative and withdrawal of the authorization presented by the
representative via e-mail [email protected] or by submitting these
documents on working days from 10.00-16.00, until 11 April 2012, to the
secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2. floor) in Tallinn, using
the forms published on the webpage of Tallinna Kaubamaja AS at
www.kaubamaja.ee. Information on the procedure of assigning a representative
and withdrawal of authorization can also be found on the webpage stated. 



Respectfully

The Management Board of Tallinna Kaubamaja Aktsiaselts