Draft resolutions of the annual general meeting of Tallinna Kaubamaja Aktsiaselts which will be held on 27 March 2014


1. Approval of the annual report of Tallinna Kaubamaja AS for 2013

To approve the annual report of Tallinna Kaubamaja AS for 2013, according to which the consolidated balance sheet of Tallinna Kaubamaja AS as at 31.12.2013 is 327,795 thousand euros, the sales revenue for the accounting year was 498,721 thousand euros and the net profit 17,464 thousand euros.
 
2. Distribution of profit

To approve the profit distribution proposal of 2013 and procedure of payment of dividends of Tallinna Kaubamaja AS as follows:

Retained profits of previous years                   54,923 thousand euros
Net profit of 2013                                                 17,464 thousand euros
Total distributable profit as at 31.12.2013      72,387 thousand euros
To pay dividends 0.15 euros per share              6,109 thousand euros
Retained profits after distribution of profits   66,278 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at 10 April 2014 at 23.59. Dividends shall be paid to the bank accounts of shareholders via transfer on 11 April 2014.

Provided that the shareholders approve the resolutions included in agenda items 3 and 4, an additional payment of 0.20 euro per share (total of 8,146 thousand euros) will be made to the shareholders, in addition to dividends in 2014, due to the decreasing of share capital.

3. Amendment of the articles of association
Due to the decreasing of share capital, points 1 and 2 of §2 of the articles of association will be amended, and a new version of the articles of association will be approved, in which the points to be amended are specified as follows:
§ 2 The amount of share capital and nominal value of a share of the Company
1. The minimum size of the Company’s share capital is EUR 10,000,000 and the maximum size is EUR 40,000,000.
2. The Company has registered shares with a nominal value of 40 eurocents.

4. Decreasing of share capital
The share capital will be decreased as follows:
The share capital of the public limited company will be decreased by 8,145,840 euros from the current 24,437,520 euros to 16,291,680 euros. The share capital will be decreased by lowering the nominal value of shares by 0.20 euro from current 0.60 euro to 0.40 euro (the total number of shares will not be changed). After the decreasing of the share capital is registered with the commercial register, the share capital of the public limited company will be 16,291,680 euros, comprising of 40,729,200 shares with the nominal value of 0.40 euro each. The share capital is decreased to improve the structure of capital. The decreasing of the share capital of the public limited company enables to balance the ratio of the group’s debt capital and owner’s equity, and improve the group’s return on equity. The public limited company does not require a share capital in the current amount and the requirements set by legislation on share capital are met with a smaller share capital. When the share capital is decreased, the shareholders will be made a payment of 0.20 euro per share within the term set down by legislation. The list of shareholders included in the decreasing of the share capital will be fixed as of 10 April 2014 at 11:59 PM.