Tallinna Kaubamaja Grupp
Minutes of annual general meeting
Decisions of the annual general meeting of shareholders of Tallinna Kaubamaja AS 28.04.2011
The Annual General Meeting of Shareholders of Tallinna Kaubamaja AS was held on 28 Aprill 2011 in the Conference centre of Radisson Blu Hotel Olümpia, Liivalaia 33, Tallinn. 30,720,437 votes, i.e. 75.43% 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 2010
With 30,710,537, i.e. 99.97% votes in favour, to approve the annual report of Tallinna Kaubamaja AS for 2010, 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. Profit distribution
With 30,719,801, i.e. 100.00% votes in favour, to approve the profit distribution proposal of 2010 of Tallinna Kaubamaja AS 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
With 30,709,301, i.e. 99.96% votes in favour, to amend the Articles of Association and approve the new wording.
4. Recalculation of the share capital into euros and reduction of the share capital.
With 30,674,250, i.e. 99.85% votes in favour,
1) In relation to the adoption of the euro in the Republic of Estonia, the nominal value of 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 value 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 share 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.
Chairman of the Board
Phone +372 731 5000