CORRECTION: in the notice of convening annual general meeting of shareholders the wrong monetary value for dividends was mistakenly used. Correct dividend payment is 0.28 euros per share.
Follows the corrected release:
The Management Board of Tallinna Kaubamaja AS (registry code 10223439, seat Gonsiori 2, 10143 Tallinn), calls an ordinary general meeting of shareholders on 28 April 2011 at 13:00, in the Conference centre of Radisson Blu Hotel Olümpia, Liivalaia 33, Tallinn.
Registration of the participants begins on 28 April 2011 at 12.30.
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 2010 of Tallinna Kaubamaja AS.
To approve the annual report of Tallinna Kaubamaja AS for 2010 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 31.12.2010 is 4,071,422 thousand kroons, the sales revenue for the accounting year was 6,302,023 thousand kroons and the net profit 260,455 thousand kroons.
2. Distribution of profit.
To approve the profit distribution proposal of 2010 of Tallinna Kaubamaja AS, presented by the Management Board and approved by the Supervisory Board, as follows:
Retained profits of previous years 482,686 thousand kroons
Net profit of 2010 260,455 thousand kroons
Total distributable profit as at 31.12.2010 743,141 thousand kroons
To pay dividends 0.28 euros (EEK 4.381)
per share 178,437 thousand kroons
Retained profits after distribution of profits 564,704 thousand kroons
The list of shareholders with a right to receive dividends shall be fixed as at 12.05.2011 at 23.59. Dividends shall be paid to the bank accounts of shareholders via transfer on 13.05.2011.
3. Amendment of the Articles of Association
The Supervisory Board of Tallinna Kaubamaja AS proposes amendment of the Articles of Association and approval of the new wording (the text has been published on the webpage of Tallinna Kaubamaja AS at www.kaubamaja.ee).
4. Recalculation of the share capital into euros and reduction of the share capital.
The Supervisory Board of Tallinna Kaubamaja AS proposes the following:
1) In relation to the adoption of the euro in the Republic of Estonia, the shares and share capital of the public limited company shall be calculated into euros. The nominal value of one share of the public limited company is EEK 10, which, according to the rules of approximation stated in § 525³ of the Commercial Code, makes up EUR 0.64. The registered share capital of the public limited company is EEK 407 292 000, which, according to the rules of approximation stated in § 525³ of the Commercial Code, makes up EUR 26,030,703.16. Approximation of the results of recalculation of the nominal values of shares has no legal meaning.
2) Due to the norm stipulated by §223 (1) of the Commercial Code, the lowest nominal value of a share is 10 cents, and by the norm stated in §223 (2) of the Commercial Code, that if the nominal value of a share is higher than 10 cents, it shall be in multiples of 10 cents, the share capital of the public limited company shall be reduced by EUR 1,593,183.16 to EUR 24,437,520 by reducing the nominal value of shares, and the nominal value of shares shall be reduced by 4 cents to 60 cents.
In relation to reduction of the share capital, no payments shall be made to shareholders. The sum, EUR 1,593,183.16, formed in reduction of share capital, shall be added to the retained profits of the previous periods.
3) The list of shareholders participating in reduction of share capital shall be fixed as at 12.05.2011 at 23.59.
Information on the procedure and deadline of performance of the rights stated in §§ 287, 293 (2) and 2931 (3) and (4) is published on the webpage of Tallinna Kaubamaja AS at www.kaubamaja.ee.
The documentation of the ordinary general meeting of Tallinna Kaubamaja AS, including the annual report, report of the sworn auditor, profit distribution proposal, report of the Supervisory Board and the new wording of the Articles of Association, as well as 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, 21.04.2011 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 must ask for prior legalization or postulation of the documents of legal persons registered in a foreign country, 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 April 2011, 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