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Progress of the Group’s restructuring and the mandate extension of a member of a subsidiary’s management board

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Tallinna  Kaubamaja Grupp AS published a  stock exchange notice on 20 July 2020
announcing  the restructuring of Tallinna  Kaubamaja Grupp and the establishment
of  subsidiaries.  We  hereby  provide  an  overview  of  the  progress  of  the
restructuring  process  and  announce  a  mandate  extension  of a member of the
management board of KIA Auto AS, our subsidiary, for a new term.

Merger of Selver AS and ABC Supermarkets AS

In  accordance with the information published in the stock exchange announcement
on  20 July 2020, the merger decisions of  Selver AS (the acquiring company) and
ABC Supermarkets AS (the company being acquired) were adopted on 21 August 2020
and  an entry  of the  merger in  the commercial  register was made on 1 October
2020.

Pursuant  to the merger agreement concluded on 20 July 2020, the legal successor
of  ABC Supermarkets AS  is Selver AS  and, with the  entry of the merger in the
commercial  register,  all  the  assets  of  ABC  Supermarkets  AS  were  wholly
transferred  to Selver AS.  Due to the  merger, ABC Supermarkets  AS was deleted
from  the commercial  register today.  Subsequently, 16 Comarket  stores will be
gradually  brought under the Selver trademark.  Solaris Food Store will continue
operating  under its Solaris Food  Store trademark and two  stores in Viimsi and
Pärnu  operating  under  the  Delice  trademark  will  continue under the Delice
trademark.

Division of the wholesale and retail sale operations of cosmetics

In  accordance with the  stock exchange notice  of 20 July 2020, we have carried
out  the division of OÜ TKM  Beauty with the aim of  giving OÜ TKM Beauty Eesti,
which   is  involved  in  the  retail  sale  of  cosmetics,  the  power  to  act
independently from the cosmetics wholesale operations (OÜ TKM Beauty).

In  accordance with the  division plan concluded  on 27 July 2020, OÜ TKM Beauty
(the company being divided) transferred their part of OÜ TKM Beauty Eesti to the
recipient  company OÜ TKM  Beauty Holding, a  company established on 3 September
2020 in  the  course  of  the  division.  OÜ  TKM Beauty Eesti and OÜ TKM Beauty
Holding  concluded a  merger agreement  on 22 September  2020, with which OÜ TKM
Beauty  Eesti  (the  acquiring  company)  integrates  OÜ TKM Beauty Holding (the
company  being acquired). As  a result of  the merger, OÜ  TKM Beauty Eesti will
remain operational and its sole shareholder will be Tallinna Kaubamaja Grupp AS.
The  merger will  likely be  registered in  the commercial  register in November
2020.

Mandate extension of a member of the management board of KIA Auto Aktsiaselts

The  supervisory board of KIA Auto AS,  a subsidiary of Tallinna Kaubamaja Grupp
AS,  decided to extend the mandate of  a member of their management board. Based
on  the decision of the supervisory board, Sven Litvinov will continue as member
of  the management board  - his mandate  was extended for  a new three-year term
until 31 October 2023.

Raul Puusepp
Chairman of the Management Board
Tel. 731 5000