Tallinna Kaubamaja Grupp
Minutes of annual general meeting
Decisions of the annual general meeting of shareholders of Tallinna Kaubamaja AS 12.04.2012
The Annual General Meeting of Shareholders of Tallinna Kaubamaja AS was held on 12 Aprill 2012 in the Conference centre of Radisson Blu Hotel Olümpia, Liivalaia 33, Tallinn. 30,108,542 votes, i.e. 73.92% 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 2011
With 30,108,541, i.e. 100.00% votes in favour, to approve the annual report of Tallinna Kaubamaja AS for 2011, according to which the consolidated balance sheet of Tallinna Kaubamaja AS as at 31.12.2011 is 262,466 thousand euros, the sales revenue for the accounting year was 435,977 thousand euros and the net profit 21,538 thousand euros.
2. Profit distribution
With 30,098,542 i.e. 99.97% votes in favour, to approve the profit distribution proposal of 2011 of Tallinna Kaubamaja AS as follows:
Retained profits of previous years 38,795 thousand euros
Net profit of 2011 21,538 thousand euros
Total distributable profit as at 31.12.2011 60,333 thousand euros
To pay dividends 0.35 euros per share 14,255 thousand euros
Retained profits after distribution of profits 46,078 thousand euros
The list of shareholders with a right to receive dividends shall be fixed as at 26.04.2012 at 23.59. Dividends shall be paid to the bank accounts of shareholders via transfer on 27.04.2012.
3. Appointment of an auditor and determination of remuneration procedure
With 30,093,092, i.e. 99.95% votes in favour, to appoint AS PricewaterhouseCoopers, registry code 10142876, to conduct the audit of financial years 2012-2014 of Tallinna Kaubamaja AS. The amount of the auditor’s fee shall be decided by the Management Board of the company.
4. Election of members of the Supervisory Board.
With 30,006,312, i.e. 99.66% votes in favour,
4.1 To elect Andres Järving, Jüri Käo, Enn Kunila, Meelis Milder and Gunnar Kraft as the members of the Supervisory Board of Tallinna Kaubamaja AS from 20 May 2012 for the next term of authorities.
4.2 To change the decision on the remuneration of the members of the supervisory board and establish the following fees: the size of the monthly remuneration paid to the chairman of the supervisory board 1,200 euros and the size of the monthly remuneration paid to a member of the supervisory board 1,000 euros.
Chairman of the Board
Phone +372 731 5000