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 March  2022 at  2 p.m.  in  Tallinn,  at the L'Embitu Hotel
Conference Centre at Lembitu 12.

The registration of the participants of the meeting will start on 18 March 2022
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 11 March 2022, as
at the end of the business day of Nasdaq CSD's Estonian settlement system.

Considering the pandemic spread of the coronavirus causing the disease of COVID-
19 and the recommendations, measures and restrictions of the Estonian Government
for inhibiting the spread of the disease in Estonia, we suggest our shareholders
to  not take part in the general meeting in person and offer the options to vote
via e-mail or regular mail before the general meeting for exercising your rights
as  shareholders. In  addition, shareholders  will be  able to participate in an
online seminar of the annual general meeting by registering no later than on 17
March  2022 here: https://attendee.gotowebinar.com/register/4639848230720940047.
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 Management Board confirms that the general meeting is organised according to
the  restrictions  enacted  by  Estonian  Government  and recommendations by the
Health  Board concerning the spread of coronavirus causing the disease of COVID-
19 valid  at the time of the meeting. 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 2021 annual report of Tallinna Kaubamaja Grupp AS
To  approve  the  annual  report  for  2021 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  2021 is  635,309 thousand  euros,  sales  revenue  821,648 thousand
euros, and net profit 32,016 thousand euros.

2. Distribution of profits
To approve the proposal for the distribution of the profit of Tallinna Kaubamaja
Grupp  AS  for  2021 submitted  by  the  Management  Board  and  approved by the
Supervisory Board as follows:

  Retained earnings from previous years                  79,416 thousand euros

  Net profit for 2021                                    32,016 thousand euros

  Total distributable profit as at 31 December 2021     111,432 thousand euros

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

  Retained earnings after the distribution of profits    83,736 thousand euros

The  list of shareholders entitled  to receive the dividend  will be fixed on 1
April 2022 as at the end of the business day of Nasdaq CSD's Estonian settlement
system. The dividend will be paid to shareholders on 6 April 2022 by transfer to
the shareholder's bank account.

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 2022-2024 of
Tallinna Kaubamaja Grupp AS. The amount of the auditor's fee shall be decided by
the Management Board of the company.

4. Approval  of the principles of remuneration  of the members of the Management
Board
The Supervisory Board makes a proposal to approve the principles of remuneration
of  the members of the Management Board  of Tallinna Kaubamaja Grupp AS approved
by the Supervisory Board.
The  Management  Board  explains  that  according  to  section  135² (11) of the
Securities  Market  Act  the  general  meeting  shall  vote on the principles of
remuneration at least once every four years and the respective resolution of the
general  meeting on the  approval of the  principles of remuneration is advisory
for the supervisory board.

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 3 March
2022. 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 15
March  2022. 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  principles  of  remuneration  of  the  members  of the
Management  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.

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 17 March
2022. 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 17 March 2022
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 15 March  2022 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       17 March      2022 here:
https://attendee.gotowebinar.com/register/4639848230720940047.             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 17 March 2022 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