Draft resolutions of the annual general meeting of Tallinna Kaubamaja Grupp AS which will be held on 21 March 2019

1. Approval of the annual report of 2018 of Tallinna Kaubamaja Grupp AS

To approve the annual report of Tallinna Kaubamaja Grupp AS for 2018 prepared by the Management Board of Tallinna Kaubamaja Grupp AS and approved by the Supervisory Board, according to which the consolidated balance sheet of Tallinna Kaubamaja Grupp AS as at 31.12.2018 is 411,077 thousand euros, the sales revenue for the accounting year is 681,181 thousand euros and the net profit 30,438 thousand euros.

2. Distribution of profit

To approve the profit distribution proposal of 2018 of Tallinna Kaubamaja Grupp AS prepared by the Management Board and approved by the Supervisory Board as follows:

Retained profits of previous years                                       80,846 thousand euros

Net profit of 2018                                                                  30,438 thousand euros

Total distributable profit as at 31.12.2018                         111,284 thousand euros

To pay dividends 0.71 euros per share                                28,918 thousand euros

Retained profits after distribution of profits                        82,366 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at 4 April 2019 at the end of the working day of the Nasdaq CSD Estonian Settlement System. Dividends shall be paid to the bank accounts of shareholders via transfer on 12 April 2019.

3. Appointment of an auditor and determination of remuneration procedure

To appoint AS PricewaterhouseCoopers, registry code 10142876, to conduct the audit of financial years 2019 - 2021 of Tallinna Kaubamaja Grupp AS. The amount of the auditor’s fee shall be decided by the Management Board of the company.