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 Radisson, 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 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 11 March 2015. 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 23 March 2015. 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 §2931 (3) (obligation to submit simultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §2931 (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 apostil 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 24 March 2015 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
Raul Puusepp
Chairman of the Board
Phone +372 731 5000