Notice of convening the annual general meeting of shareholders of Tallinna Kaubamaja Grupp AS

The Management Board of Tallinna Kaubamaja Grupp AS (registry code 10223439, location Kaubamaja 1, 10143, Tallinn) convenes the annual general meeting of shareholders on 18^th of March 2024 at 12 p.m. in Tallinn, at Viking Motors dealership at Tammsaare tee 51.

The registration of the participants of the meeting will start on 18^th of March 2024 at 11.30 a.m. The list of shareholders entitled to vote at the general meeting will be fixed seven days before the general meeting, i.e. on 11^th of March 2024, as at the end of the business day of Nasdaq CSD’s Estonian settlement system.

In order to exercise the shareholder’s rights, in addition to participating in person, it is also possible to vote before the general meeting via e-mail or regular mail. In addition, shareholders will be able to participate in an online seminar of the annual general meeting. Via the online seminar, it is possible to see and listen to what is happening at the general meeting and ask questions. It is not possible to participate in voting through the online seminar. A more detailed overview of how it is possible to vote before the general meeting and participate in the online seminar is provided in the ‘Organisational issues’ section of this notice.

The Supervisory Board of Tallinna Kaubamaja Grupp AS determined the following agenda of the annual general meeting and submits the following proposals to the shareholders:

1. Approval of the 2023 annual report of Tallinna Kaubamaja Grupp AS
To approve the annual report for 2023 prepared by the Management Board of Tallinna Kaubamaja Grupp AS and approved by the Supervisory Board, in accordance with which the consolidated balance sheet of Tallinna Kaubamaja Grupp AS as at 31 December 2023 is 691,508 thousand euros, sales revenue 947,257 thousand euros, and net profit 37,424 thousand euros.

2. Distribution of profits
To approve the proposal for the distribution of the profit of Tallinna Kaubamaja Grupp AS for 2023 submitted by the Management Board and approved by the Supervisory Board as follows:

Retained earnings from previous years	90,536 thousand euros
Net profit for 2023	37,424 thousand euros
Total distributable profit as at 31 December 2023	127,960 thousand euros
Pay a dividend of 0,72 euros per share	29,325 thousand euros
Retained earnings after the distribution of profits	98,635 thousand euros

The list of shareholders entitled to receive the dividend will be fixed on 3^rd of April 2024 as at the end of the business day of Nasdaq CSD’s Estonian settlement system. The dividend will be paid to shareholders on 8^th of April 2024 by transfer to the shareholder’s bank account.