Published: 2014-03-27 12:20:00 CET
Tallinna Kaubamaja Grupp
Minutes of annual general meeting

Decisions of the annual general meeting of shareholders of Tallinna Kaubamaja AS 27.03.2014

The Annual General Meeting of Shareholders of Tallinna Kaubamaja AS was held on 27 March 2014 in the Conference centre of Radisson Blu Hotel Olümpia, Liivalaia 33, Tallinn. 31,897,102 votes, i.e. 78,32% 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 2013

With 31,897,102, i.e. 100.00% votes in favour, to approve the annual report of Tallinna Kaubamaja AS for 2013, according to which the consolidated balance sheet of Tallinna Kaubamaja AS as at 31.12.2013 is 327,795 thousand euros, the sales revenue for the accounting year is 498,721 thousand euros and the net profit 17,464 thousand euros.

 

2. Profit distribution

With 31,889,542 i.e. 99.98% votes in favour, to approve the profit distribution proposal of 2013 of Tallinna Kaubamaja AS as follows:

Retained profits of previous years 54,923 thousand euros
Net profit of 2013 17,464 thousand euros
Total distributable profit as at 31.12.2013 72,387 thousand euros
To pay dividends 0.15 euros per share 6,109 thousand euros
Retained profits after distribution of profits 66,278 thousand euros

The list of shareholders with a right to receive dividends shall be fixed as at 10 April 2014 at 23.59. Dividends shall be paid to the shareholders via transfer on 11 April 2014 to a bank account of a shareholder.

 

3. Amendment of the articles of association

With 31,892,840 i.e. 99.99% votes in favour, to approve the amendment of the points 1 and 2 of §2 of the articles of association as follows:

§ 2 The amount of share capital and nominal value of a share of the Company

  1. The minimum size of the Company’s share capital is EUR 10,000,000 and the maximum size is EUR 40,000,000.

  2. The Company has registered shares with a nominal value of 40 eurocents.

 

4. Decreasing of share capital

With 31,890,902 i.e. 99.98% votes in favour, to approve the share capital decreased as follows:

The share capital of the public limited company will be decreased by 8,145,840 euros from the current 24,437,520 euros to 16,291,680 euros. The share capital will be decreased by lowering the nominal value of shares by 0.20 euro from current 0.60 euro to 0.40 euro (the total number of shares will not be changed). After the decreasing of the share capital is registered with the commercial register, the share capital of the public limited company will be 16,291,680 euros, comprising of 40,729,200 shares with the nominal value of 0.40 euro each. The share capital is decreased to improve the structure of capital. The decreasing of the share capital of the public limited company enables to balance the ratio of the group’s debt capital and owner’s equity, and improve the group’s return on equity. The public limited company does not require a share capital in the current amount and the requirements set by legislation on share capital are met with a smaller share capital. When the share capital is decreased, the shareholders will be made a payment of 0.20 euro per share within the term set down by legislation. The list of shareholders included in the decreasing of the share capital will be fixed as of 10 April 2014 at 11:59 PM.

         Raul Puusepp
         Chairman of the Board
         Phone +372 731 5000