The Management Board of Tallinna Kaubamaja AS (registry code 10223439, seat Gonsiori 2, 10143 Tallinn), convenes an annual general meeting of shareholders on 28 March 2013 at 11:00, in the Conference centre of Nordic Hotel Forum, Viru väljak 3, Tallinn.
Registration of the participants begins on 28 March 2013 at 10.30.
The Supervisory Board of Tallinna Kaubamaja AS has determined the following agenda of the annual general meeting and makes the following proposals.
- Approval of the annual report of 2012 of Tallinna Kaubamaja AS
To approve the annual report of Tallinna Kaubamaja AS for 2012 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 31.12.2012 is 287,840 thousand euros, the sales revenue for the accounting year is 467,800 thousand euros and the net profit 20,870 thousand euros.
- Distribution of profit
To approve the profit distribution proposal of 2012 of Tallinna Kaubamaja AS, presented by the Management Board and approved by the Supervisory Board, as follows:
| Retained profits of previous years | 47,196 thousand euros |
| Net profit of 2012 | 20,870 thousand euros |
| Total distributable profit as at 31.12.2012 | 68,066 thousand euros |
| To pay dividends 0.35 euros per share | 14,255 thousand euros |
| Retained profits after distribution of profits | 53,811 thousand euros |
The list of shareholders with a right to receive dividends shall be fixed as at 14 April 2013 at 23.59. Dividends shall be paid to the shareholders via transfer on 15 April 2013 to a bank account of a shareholder.
Information concerning the procedure for and term of exercising the rights specified in § 287 of the Commercial Code (right of a shareholder to information), § 293 (2) (right to demand the inclusion of additional items on the agenda), § 2931 (3) (obligation to simultaneously submit a draft resolution or justification along with the request to supplement the agenda) and § 2931 (4) (right to present a draft resolution for each item of the agenda) is available on the website of Tallinna Kaubamaja AS: www.kaubamaja.ee.
The documentation of the annual general meeting of Tallinna Kaubamaja AS, including the annual report, report of the sworn auditor, profit distribution proposal, report of the Supervisory Board and draft resolutions, can be viewed at the webpage of Tallinna Kaubamaja AS at www.kaubamaja.ee and in the secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2nd floor) in Tallinn every workday from 10.00–16.00 from the date of publication of the notice calling the general meeting until the day of the general meeting. Questions on the topics on the agenda of the general meeting can be submitted to the e-mail: sekretar.gonsiori@kaubamaja.ee, via a letter addressed to Tallinna Kaubamaja AS or by telephone 66 73 300.
The list of shareholders entitled to participate in the general meeting will be decided as at seven days before the general meeting, that is, 21 March 2013 at 23.59.
In order to register for the general meeting, please submit the following:
in the case of natural person shareholders – an identity document; in the case of legal person shareholder – an identity document and a written authorization document;
in the case of legal representative of a legal person shareholder – an extract from the corresponding (business) register in which the legal person is registered (for Estonian legal persons, an extract of the B-card, not older than 7 days) and the identity document of the representative; in the case of transactional representative of a legal person shareholder, a written authorization document issued by the legal representative of the legal person shall be presented in addition the abovementioned documents. We ask the documents of legal persons registered in a foreign country to previously be legalized or verified with an Apostille, unless otherwise stated in the international agreement. Tallinna Kaubamaja AS may register a foreign legal person shareholder as a participant in the general meeting also when all required information on the legal person and its representative are included in the notarized authorization document issued in a foreign country and the authorization document is acceptable in Estonia.
Please present a passport or an ID-card as an identity document.
Before the general meeting, a shareholder has a right to notify on assigning a representative and withdrawal of the authorization presented by the representative via e-mail sekretar.gonsiori@kaubamaja.ee or by submitting these documents on working days from 10.00-16.00, until 27 March 2013, to the secretariat of Tallinna Kaubamaja AS at Gonsiori 2 (2. floor) in Tallinn, using the forms published on the webpage of Tallinna Kaubamaja AS at www.kaubamaja.ee. Information on the procedure of assigning a representative and withdrawal of authorization can also be found on the webpage stated.
Respectfully
The Management Board of Tallinna Kaubamaja Aktsiaselts