Home Meeting notice Notice of Annual General Meeting of Shareholders of Tallinna Kaubamaja Grupp AS

Notice of Annual General Meeting of Shareholders of Tallinna Kaubamaja Grupp AS

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Tallinna Kaubamaja Grupp

The Board of Directors of Tallinna Kaubamaja Grupp AS (registration code 10223439, location Kaubamaja 1, 10143, Tallinn) convenes the annual general meeting of shareholders on March 18, 2022 at 2 p.m. in Tallinn, at the L’Embitu Hotel Conference Center at Lembitu 12.

Registration of meeting participants will begin on March 18, 2022 at 1:30 p.m. The list of shareholders entitled to vote at the general meeting will be finalized seven days before the general meeting, i.e. March 11, 2022, as the end of the business day of the Estonian Nasdaq CSD settlement system.

In view of the pandemic spread of the coronavirus causing the disease COVID-19 and the recommendations, measures and restrictions of the Estonian government to inhibit the spread of the disease in Estonia, we suggest that our shareholders do not participate in the shareholders’ meeting in person and offer the possibility to vote by e-mail or by ordinary mail before the shareholders’ meeting for the exercise of your shareholder rights. In addition, shareholders will be able to participate in an online seminar of the annual general meeting by registering no later than March 17, 2022 here: https://attendee.gotowebinar.com/register/4639848230720940047. Via the online seminar, it is possible to see and listen to what is happening at the general assembly and to ask questions. It is not possible to participate in the vote via the webinar. A more detailed overview of how it is possible to vote before the general meeting and participate in the webinar is provided in the “Organizational matters” section of this notice.

The board confirms that the general meeting is organized in accordance with the restrictions issued by the Estonian government and the recommendations of the health board regarding the spread of the coronavirus causing the disease of COVID-19 in force at the time of the meeting. Shareholders who personally attend the general meeting must follow the instructions and provisions given by the management board in order to protect the health of the participants. We would like to point out that only shareholders or their proxies without symptoms are authorized to personally participate in the general meeting.

The supervisory board of Tallinna Kaubamaja Grupp AS has determined the following agenda for the annual general meeting and submits the following proposals to shareholders:

1. Approval of Tallinna Kaubamaja Grupp AS Annual Report 2021
Approve the annual report for 2021 prepared by the management board of Tallinna Kaubamaja Grupp AS and approved by the supervisory board, according to which the consolidated balance sheet of Tallinna Kaubamaja Grupp AS as of December 31, 2021 is 635,309 thousand euros, turnover 821,648 thousand euros and net income of 32,016 thousand euros.

2. Distribution of profits
Approve the profit distribution proposal of Tallinna Kaubamaja Grupp AS for 2021 submitted by the Management Board and approved by the Supervisory Board as follows:

Earnings retained from previous years

79,416 thousand euros

Net income 2021

32,016 thousand euros

Total distributable profit as of December 31, 2021

111,432 thousand euros

Pay a dividend of 0.68 euros per share

27,696 thousand euros

Retained earnings after distribution of profits

83,736 thousand euros

The list of shareholders entitled to receive the dividend will be fixed on April 1, 2022 at the end of the business day of the Estonian Nasdaq CSD settlement system. The dividend will be paid to shareholders on April 6, 2022 by transfer to the shareholder’s bank account.

3. Appointment of an auditor and determination of the remuneration procedure
The Supervisory Board proposes to appoint AS PricewaterhouseCoopers, registration code 10142876, to carry out the audit of the financial years 2022-2024 of Tallinna Kaubamaja Grupp AS. The amount of the statutory auditor’s fees is set by the company’s management board.

4. Approval of the principles of compensation for members of the Management Board
The Supervisory Board proposes to approve the remuneration principles for the members of the Management Board of Tallinna Kaubamaja Grupp AS approved by the Supervisory Board.
The board of directors explains that, in accordance with article 135² (11) of the law on the securities market, the general meeting must vote on the principles of remuneration at least once every four years and the respective resolution of the general meeting on the approval of the principles of remuneration is advisory to the supervisory board.

Organizational issues

Rights of shareholders regarding the agenda of the general meeting. Shareholders whose shares represent at least 1/20 of the share capital may request the inclusion of additional questions on the agenda of the general meeting if the corresponding request is submitted in writing no later than March 3, 2022. shareholders whose shares represent at least 1/20 of the share capital may submit in writing a draft resolution on each agenda item no later than March 15, 2022. More detailed information on the procedure and the duration of exercise of the rights referred to in Article 287 (shareholder’s right to information), subsection 293 (2) (right to request the inclusion of additional items on the agenda) and subsection 2931 (3) (obligation to submit a draft resolution or motivation simultaneously with the request for modification of the agenda) and 4 (right to submit a draft resolution on each item on the agenda) of the Code of trade is available on the website of Tallinna Kaubamaja Grupp AS www.tkmgroup.ee and attached to the stock market announcement published on the website of the Nasdaq Baltic Stock Exchange (https://nasdaqbaltic.com/). Draft resolutions and reasons for resolutions submitted by shareholders, if any, are also published on the website of Tallinna Kaubamaja Grupp AS.

Examination of the documents of the general assembly. The documents of the annual general meeting of Tallinna Kaubamaja Grupp AS, including the annual report, the report of the sworn auditor, the proposal for distribution of profits, the report of the supervisory board, the principles of remuneration of the members of the management board and the draft resolutions, are available on the Tallinna Kaubamaja Grupp AS website at www.tkmgroup.ee and attached to the scholarship announcement. In addition, the documents are available from the publication of the notice of general meeting until the day of the general meeting on working days from 10 a.m. to 4 p.m. at the office of Tallinna Kaubamaja Grupp AS at Kaubamaja 1 ( 5th floor) in Tallinn. Questions on the subjects on the agenda of the general assembly can be submitted by e-mail to [email protected]by mail addressed to the address of the public limited company, or by telephone on 66 73 300.

To vote before the general meetingwe ask shareholders to fill in the ballots, which are available on the website of Tallinna Kaubamaja Grupp AS (https://www.tkmgroup.ee/) and attached to the stock market notice convening the general meeting. When voting by email, completed ballots must be digitally signed and sent to the Board by email to [email protected] no later than 12:00 p.m. on March 17, 2022. When voting by mail, Completed ballots must be signed delivered by hand and sent to the Board of Directors by post no later than 17 March 2022 at noon to Tallinna Kaubamaja Grupp AS, Kaubamaja 1, Tallinn, 10143, together with a copy from the personal data page of the signatory’s identity document. If the shareholder who deposited the ballot paper before the general meeting also physically participates in the general meeting, all the ballot papers sent by the shareholder before the general meeting will be considered invalid. The exact voting procedure before the general meeting is set out in the shareholder information document, which is available both on the website of Tallinna Kaubamaja Grupp AS at www.tkmgroup.ee and attached to the stock market notice convening the general meeting.

Appointment of a representative. Prior to the general meeting, a shareholder may announce the appointment of a representative and the revocation of the proxy by the person represented by e-mail to the address [email protected] or by delivering the said document(s) on working days from 10 a.m. to 4 p.m. no later than March 15, 2022 at the office of Tallinna Kaubamaja Grupp AS at Kaubamaja 1 (5th floor) in Tallinn, using the forms published on the website of Tallinna Kaubamaja Grupp AS www.tkmgroup.ee and attached to the stock market notice convening the general meeting. You will also find information on the procedure for appointing and dismissing a representative.

To register physical participants for the general meeting, please submit:

  • a natural person shareholder – an identity document; for a shareholder representative who is a natural person – an identity document and a written power of attorney; legal representative of a shareholder who is a legal person – an extract from the relevant (commercial) register where the legal person is registered and an identity document of the representative;

  • the transactional representative of a corporate shareholder must present a written power of attorney issued by the legal representative of the corporate body in addition to the specified documents. Documents of a legal entity registered abroad must be legalized or certified by an apostille beforehand, unless otherwise provided by an international agreement. Tallinna Kaubamaja Grupp AS may also register a foreign legal person as a participant in the general meeting if all required information about the legal person and the representative is contained in a notarized power of attorney issued to the representative abroad and the power of attorney is acceptable. in Estonia. Please present a passport or identity card as proof of identity.

To participate in the online seminar of the general meeting, please:
register no later than March 17, 2022 here: https://attendee.gotowebinar.com/register/4639848230720940047. After registration, a link to the webinar and instructions for using the environment will be sent to you. If you are attending an online seminar for the first time, you will be asked to download the required application. If the app does not download, a web browser will automatically open allowing you to listen to the webinar. The webinar will be held in Estonian.
During the webinar, Raul Puusepp, Chairman of the Management Board, Marit Vooremäe, Chief Financial Officer, and Helen Tulve, Chief Legal Officer, will present the company’s results and answer questions. As the time for the webinar is limited, please send your questions by e-mail before noon on March 17, 2022 to [email protected].
The webinar will be recorded and published on the company’s website https://www.tkmgroup.ee and the Nasdaq Baltic YouTube channel.

Cordially
Tallinna Kaubamaja Grupp AS Board of Directors

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