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NOTICE OF CONVENING GENERAL MEETING OF SHAREHOLDERS OF TALLINNA KAUBAMAJA AS

TALLINN, 02.03.2015, www.nasdaqomxbaltic.com - The Management Board of Tallinna Kaubamaja AS (registry code 10223439, seat Gonsiori 2, 10143 Tallinn), convenes an annual general meeting of shareholders on 26 March 2015 at 16:00, in the Conference centre of Nordic Hotel Forum, Viru väljak 3, Tallinn.

Registration of the participants begins on 26 March 2015 at 15.30. The list of shareholders entitled to participate in the general meeting will be decided at 19 March 2015 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 2014 of Tallinna Kaubamaja AS

To approve the annual report of Tallinna Kaubamaja AS for 2014 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 31.12.2014 is 342,907 thousand euros, the sales revenue for the accounting year is 535,045 thousand euros and the net profit 20,295 thousand euros.

2. Distribution of profit

To approve the profit distribution proposal of 2014 of Tallinna Kaubamaja AS, presented by the Management Board and approved by the Supervisory Board, as follows:

Retained profits of previous years 67,736 thousand euros
Net profit of 2014 20,295 thousand euros
Total distributable profit as at 31.12.2014 88,031 thousand euros
To pay dividends 0.40 euros per share 16,292 thousand euros
Retained profits after distribution of profits 71,739 thousand euros
The list of shareholders with a right to receive dividends shall be fixed as at 13 April 2015 at 23.59. Dividends shall be paid to the bank accounts of shareholders via transfer on 14 April 2015.

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 2015-2017 of Tallinna Kaubamaja AS. The amount of the auditor’s fee shall be decided by the Management Board of the company.

4. Election of the members of the Supervisory Board and determination of the remuneration procedure

In conjunction with expiry of the term of authorities of members of the Supervisory Board on 19 May 2015, the Supervisory Board makes a proposal to elect Andres Järving, Jüri Käo, Enn Kunila, Meelis Milder and Gunnar Kraft as the members of the Supervisory Board of Tallinna Kaubamaja AS from 20 May 2015 for the next 3 years term of authorities.

To continue remunerating the members of the Supervisory Board in the current rate: the remuneration paid to the Chairman of the Supervisory Board is 1,200 euros per month and the remuneration paid to the Member of the Supervisory Board is 1,000 euros per month.

5. Change of the business name and amendment of the articles of association

The Supervisory Board proposes changing the business name of Tallinna Kaubamaja AS and approve Tallinna Kaubamaja Grupp AS as the new business name. In connection with changing the business name, amend point 1 of §1 of the articles of association, and approve the new version of the articles of association, where point 1 of §1 is worded as follows: “The business name of the public limited company (hereinafter Company) is Tallinna Kaubamaja Grupp AS”.

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.

Raul Puusepp
Chairman of Board