Notice of convening the annual general meeting of shareholders of
TKM Grupp AS
The Management Board of TKM Grupp AS (registry
code 10223439, location Kaubamaja 1, 10143, Tallinn) convenes the
annual general meeting of shareholders on 17th of March 2025 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 17th of March 2025 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 10th of March 2025,
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 TKM Grupp AS determined
the following agenda of the annual general meeting and submits the
following proposals to the shareholders:
1. Approval of the 2024 annual report of TKM
Grupp AS
To approve the annual report for 2024 prepared
by the Management Board of TKM Grupp AS and approved by the
Supervisory Board, in accordance with which the consolidated
balance sheet of TKM Grupp AS as at 31 December 2024 is 706,686
thousand euros, sales revenue 944,568 thousand euros, and net
profit 27,477 thousand euros.
2. Distribution of profits
To approve the proposal for the distribution of
the profit of TKM Grupp AS for 2024 submitted by the Management
Board and approved by the Supervisory Board as follows:
Retained earnings from previous
years
102,989 thousand euros
Net profit for 2024
27,477 thousand euros
Total distributable profit as at 31 December 2024
130,466 thousand euros
Pay a dividend of 0,65 euros per
share
26,474 thousand euros
Retained earnings after the distribution of profits
103,992 thousand euros
The list of shareholders entitled to receive the dividend will
be fixed on 31st of March 2025 as at the end of the
business day of Nasdaq CSD’s Estonian settlement system. The
dividend will be paid to shareholders on 3rd of April
2025 by transfer to the shareholder’s bank account.
3. Appointment of an auditor and
determination of remuneration procedure
To appoint AS PricewaterhouseCoopers, registry
code 10142876, to conduct the audit of financial years 2025-2027 of
TKM Grupp AS. The amount of the auditor’s fee shall be decided by
the Management Board of the company.
Organisational issues
Shareholder’s rights in connection with the
agenda of the general meeting. Shareholders whose shares
represent at least 1/20 of the share capital may request that
additional issues be included in the agenda of the general meeting
if the respective request is submitted in writing no later than on
3rd of March 2025. Shareholders whose shares represent
at least 1/20 of the share capital may submit a draft resolution on
each agenda item in writing no later than on 13th of
March 2025. More detailed information on the procedure and term for
exercising the rights specified in section 287 (right of
shareholder to information), subsection 293 (2) (right to request
inclusion of additional issues on the agenda), and subsection
2931 (3) (obligation to simultaneously with the demand
on the modification of the agenda submit a draft resolution or
substantiation) and 4 (right to submit a draft resolution in
respect to each item on the agenda) of the Commercial Code is
available on the website of TKM Grupp AS www.tkmgrupp.ee and
attached to the stock exchange announcement published on the
website of the Nasdaq Baltic Stock Exchange
(https://nasdaqbaltic.com/). The drafts of resolutions and
substantiations of the resolutions submitted by the shareholders,
if any, are also published on the website of TKM Grupp AS.
Examination of the documents of the general
meeting. The documents of the annual general meeting of TKM
Grupp AS, including the annual report, the sworn auditor’s report,
the profit distribution proposal, the report of the Supervisory
Board, the introduction of auditor candidate, and the drafts of
resolutions, are available on the website of TKM Grupp AS at
www.tkmgrupp.ee and attached to the stock exchange announcement.
Questions about the topics on the agenda of the general meeting can
be submitted by email to info@tkmgrupp.ee, by letter sent to the
address of the public limited company, or by phone at 66 73
300.
For voting before the general meeting, we
ask the shareholders to fill in the ballot papers, which are
available on the website of TKM Grupp AS (www.tkmgrupp.ee) and
attached to the stock exchange announcement convening the general
meeting. When voting by email, the completed ballot papers must be
digitally signed and sent to the Management Board by email at
info@tkmgrupp.ee no later than at 12 p.m. on 14th of
March 2025. When voting by post, the completed ballot papers must
be signed by hand and sent to the Management Board by post no later
than at noon on 14th of March 2025 at the address TKM
Grupp AS, Kaubamaja 1, Tallinn, 10143, together with a copy of the
personal data page of the signatory’s identity document. If the
shareholder who submitted the ballot paper before the general
meeting also physically participates in the general meeting, all
ballot papers sent by the shareholder before the general meeting
will be deemed invalid. The exact procedure for voting before the
general meeting is provided in the shareholder information
document, which is available both on the website of TKM Grupp AS at
www.tkmgrupp.ee and attached to the stock exchange announcement
convening the general meeting.
Appointment of a representative. Prior to
the general meeting, a shareholder may announce the appointment of
a representative and revocation of the power of attorney by the
represented person by email at info@tkmgrupp.ee or by sending the
said document(s) no later than on 13th of March 2025 at
the address TKM Grupp AS, Kaubamaja 1, Tallinn, 10143, using the
forms published on the website of TKM Grupp AS www.tkmgrupp.ee and
attached to the stock exchange announcement convening the general
meeting. Information on the procedure for appointing and revoking a
representative can also be found there.
To register physical participants in the
general meeting, please submit:
-
for a shareholder who is a natural person – an identity document;
for a representative, additionally a written power of attorney;
-
for a shareholder who is a legal person - an extract from the
relevant (commercial) register where the legal person is registered
(except for legal persons registered in Estonia) and for a legal
representative, an identity document; for an authorized
representative, in addition to the above-mentioned documents, a
written power of attorney issued by the legal person's legal
representative must be submitted. Documents of a legal person
registered abroad must be legalised or certified with an apostille
in advance, unless otherwise provided by an international
agreement. TKM Grupp AS may also register a foreign legal person as
a participant in the general meeting if all the required
information about the legal person and the representative is
contained in a notarial power of attorney issued to the
representative abroad and the power of attorney is acceptable in
Estonia.
Please present a passport or ID-card as an
identity document.
To participate in the online seminar of the
general meeting, please:
Register no later than on 14th of
March 2025 here:
https://www.tkmgrupp.ee/investorile/uldkoosolek-2025/. Shareholders
can participate in the online seminar on the day of the general
meeting via the same web link. The online seminar will be held in
Estonian.
At the online seminar, Raul Puusepp, Chairman of
the Management Board, Marit Vooremäe, Chief Financial Officer, and
Helen Tulve, Chief Legal Officer, will present the company’s
results and answer questions. As the time of the online seminar is
limited, please send questions via email by noon on 14th of March
2025 to info@tkmgrupp.ee.
The online seminar will be recorded and
published on the company’s website https://www.tkmgrupp.ee.
Yours sincerely
Management Board of TKM Grupp AS
info@tkmgrupp.ee
+372 66 73 300
- 2025 Information about auditor
- 2025 Information to shareholder
- 2025 Notice for Withdrawal of the Authorisation Document
- 2025 Report of the Supervisory Board about 2024
- 2025 AGM Ballot Paper
- 2025 Authorisation Document to Exercise the Rights of
Shareholder
- 2025 Draft resolutions
- Annual Report 2024 TKM Grupp AS
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