Notice of convening Annual General Meeting of shareholders of Tallinna Kaubamaja Aktsiaselts

The Management Board of Tallinna Kaubamaja AS (registry code 10223439, seat Gonsiori 2, 10143 Tallinn), convenes an annual general meeting of shareholders on 27 March 2014 at 11:00, in the Conference centre of Radisson Blu Hotel Olümpia, Liivalaia 33, Tallinn.

Registration of the participants begins on 27 March 2014 at 10.30. The list of shareholders entitled to participate in the general meeting will be decided at 20 March 2014 at 23.59.

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 2013 of Tallinna Kaubamaja AS
To approve the annual report of Tallinna Kaubamaja AS for 2013 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 31.12.2013 is 327,795 thousand euros, the sales revenue for the accounting year is 498,721 thousand euros and the net profit 17,464 thousand euros.
 
2. Distribution of profit
To approve the profit distribution proposal of 2013 of Tallinna Kaubamaja AS, presented by the Management Board and approved by the Supervisory Board, 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 shareholders via transfer on 11 April 2014 to a bank account of a shareholder.

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.


The shareholders whose shares represent at least 1/20 of the share capital may request the inclusion of additional issues to the agenda of the general meeting, provided that the respective request has been submitted in writing no later than by 12 March 2014. The shareholders whose shares represent at least 1/20 of the share capital may submit a written draft of the resolution in respect to each item on the agenda no later than by 24 March 2014. More detailed information available on §287 of the Commercial Code (right of shareholder to information), §293 (2) (right to demand the inclusion of additional issues in the agenda) and §293' (3) (obligation to submit simultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §293' (4) (right to submit a draft of the resolution in respect to each item on the agenda) about the rules and term of exercising these rights have been published on the homepage of Tallinna Kaubamaja AS at www.tkmgroup.ee. The drafts of the resolutions and substantiations submitted by the shareholders will be published on the same homepage, if any are received. After the items on the agenda of the general meeting, including additional issues, have been discussed, the shareholders can ask for information from the management board about the activity of the public limited company.

The documents of the annual general meeting, including the annual report, sworn auditor’s report, proposal for profit distribution, report of the supervisory board, drafts of the resolutions and draft articles of association of Tallinna Kaubamaja AS are made available on the homepage of Tallinna Kaubamaja AS at www.tkmgroup.ee, and from the publication of the notice on calling the general meeting until the day of the general meeting is held, in the secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2nd floor) in Tallinn on business days from 10 AM to 4 PM. Questions about the topics included in the agenda of the general meeting can be sent to the following e-mail address sekretar.gonsiori@kaubamaja.ee or by post to the address of the public limited company or by telephone 66 73 300.

Please submit the following documents to register the participants of the general meeting:
a shareholder that is a natural person – personal identification document; a representative of a shareholder that is a natural person – personal identification document and a written letter of authorisation; a legal representative of a shareholder that is a legal person – an extract of the relevant (commercial) register in which the legal person is registered, and the personal identification document of the representative; a transactional representative of a shareholder that is a legal person is also required to submit a written authorisation issued by the legal representative of the legal person in addition to the above listed documents. We ask the documents of a legal person registered in a foreign country to be legalised or having an apostille attached to the documents beforehand, unless specified otherwise in an international agreement. Tallinna Kaubamaja AS may register a shareholder that is a legal person from a foreign country to the general meeting also in case all required information on the legal person and its representative are included in a notarised letter of authorisation issued in the foreign country and the respective letter of authorisation is accepted in Estonia. We ask you to present a passport or an ID-card as a personal identification document.

A shareholder may inform of the appointment of a representative or withdrawal of an authorisation given to a representative before the general meeting by e-mail on sekretar.gonsiori@kaubamaja.ee or by submitting the mentioned document(s) on business days from 10 AM to 4 PM no later than by 26 March 2014 to the secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2nd floor) in Tallinn, prepared on the respective forms published on the homepage of Tallinna Kaubamaja AS at www.tkmgroup.ee. You can find information about appointment of a representative or withdrawal of an authorisation on the same homepage.


Respectfully
The Management Board of Tallinna Kaubamaja Aktsiaselts