Published: 2015-03-27 08:58:00 CET
Tallinna Kaubamaja Grupp
Minutes of annual general meeting

Decisions of the annual general meeting of shareholders of Tallinna Kaubamaja AS 26.03.2015

The Annual General Meeting of Shareholders of Tallinna Kaubamaja AS was held on 26 March 2015 in the Conference centre of Nordic Hotel Forum, Viru väljak 3, Tallinn. 31,913,348 votes, i.e. 78,35% of the Company`s 40,729,200 votes were represented at the meeting.

The decisions of the General Meeting were as follows: 

1. Approval of the annual report of Tallinna Kaubamaja AS for 2014

With 31,874,115, i.e. 99.88% votes in favour, to approve the annual report of Tallinna Kaubamaja AS for 2014, 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. Profit distribution

With 31,913,348 i.e. 100.00% votes in favour, to approve the profit distribution proposal of 2014 of Tallinna Kaubamaja AS 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 shareholders via transfer on 14 April 2015 to a bank account of a shareholder.

3. Appointment of an auditor and determination of remuneration procedure

With 31,903,762, i.e. 99.97% votes in favour, 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

With 31,908,448, i.e. 99.98% votes in favour and in connection with expiration of the term of office of the members of the Supervisory Board on 19.05.2015, to elect Andres Järving, Jüri Käo, Enn Kunila, Meelis Milder and Gunnar Kraft as members of the Supervisory Board of Tallinna Kaubamaja AS for the next 3-year term of office as of 20.05.2015.

To continue remuneration of the members of the Supervisory Board in the current rate: the amount of remuneration paid to the Chair of the Supervisory Board is 1,200 euros per month and the amount of remuneration paid to the members of the Supervisory Board is 1,000 euros per month.

5. Change of the business name and amendment of the articles of association

With 31,903,113 i.e. 100.00% votes in favour, to 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”.

         Raul Puusepp
         Chairman of the Board
         Phone +372 731 5000