ROBERT KIMMEL, NOTARY OF TALLINN MINUTES AND DECISIONS OF THE GENERAL MEETING OF TALLINNA KAUBAMAJA AKTSIASELTS

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1 ROBERT KIMMEL, NOTARY OF TALLINN NOTARIAL ACTS BOOK REGISTRATION NUMBER 1945 MINUTES AND DECISIONS OF THE GENERAL MEETING OF TALLINNA KAUBAMAJA AKTSIASELTS Prepared and issued in Tallinn on twenty-seventh of March two thousand and fifteen ( ). I, Robert Kimmel, notary of Tallinn, whose office is located at Rävala 3 / Kuke 2, Tallinn, participated in annual general meeting of shareholders of TALLINNA KAUBAMAJA AKTSIASELTS, registry code , located at Gonsiori 2 Tallinn on twenty-sixth of March two thousand and fifteen ( ). The meeting was held at the conference centre of Nordic Hotel Forum, Viru väljak 3, Tallinn at 4 pm. Stock exchange announcement on convening the meeting was published on 2 March Announcement on convening the meeting was published on 3 March 2015 in the newspaper Eesti Päevaleht, page 5. No statements or dissenting opinions were presented. The meeting was chaired by Helen Tulve, personal identification code , authorised by the Management Board and the Supervisory Board, whose person is known to the notary and against whom no statements or dissenting opinions were presented. Minutes of the meeting were taken by Marit Vooremäe, personal identification code , authorised by the Management Board and the Supervisory Board, whose identity has been established, based on the database of Police and Border Guard Board and against whom no statements or dissenting opinions were presented. Pursuant to the list of participants in the general meeting provided in Annex 1 to this notarial instrument thirty-six (36) shareholders were present and represented in the general meeting, whose shares represent thirty-one million nine hundred thirteen thousand three hundred and forty-eight ( ) votes in total, which makes 78,35% of the votes represented by shares. The amount of share capital of Tallinna Kaubamaja AS is sixteen million two hundred and ninety-one thousand six hundred and eighty (16,291,680) euros, the number of shares is forty million seven hundred and twenty-nine thousand two hundred (40,729,200), and every share grants one (1) vote. Pursuant to Subsection 36 (3) of the Notarisation Act, the Chair of the meeting is liable for the correctness of the list of participants, including names of the

2 shareholders participating in the meeting and their number of votes proceeding from the shares, method of participation and representatives. The notary, who prepared this notarial instrument, verified the quorum of the general meeting based on the verified list of participants, which was signed by the Chair of the meeting and the recording secretary in the presence of the notary. The notary, who prepared this notarial instrument, verified compliance of the list of participants with the share register and the list of participants complies with the share register. The notary, who prepared this notarial instrument, also verified authorisations of the representatives of shareholders. The shareholders registered and confirmed their participation in the meeting by signature. The Chair of the meeting explained the procedure of the meeting and announced that registration of shareholders and ascertainment of voting results was technically organised by electronic means by the of AS ecsd expert, registry code , which belongs in NASDAQ OMX Group. The voting procedure was introduced to the shareholders. The AS ecsd expert conducted voting. Voting took place, based on the ballot papers delivered to the shareholders upon entry into the list of shareholders or electronically on e-pads. Voting results were calculated electronically. Drafts of all decisions were read aloud clearly at the meeting and displayed on a light screen. All major statements, requested to be recorded in minutes, had to be submitted in writing. Report of the Supervisory Board was distributed to the shareholders as written material. No statements or dissenting opinions were submitted. The shareholders could revise information of the general meeting, documents and other materials related to the meeting, including the annual report, provisional articles of association and drafts of decisions on the website of Tallinna Kaubamaja AS online and in the office of Tallinna Kaubamaja AS at Gonsiori 2, Tallinn. The Chair of the meeting explained that, pursuant to Section 11 of the articles of association of Tallinna Kaubamaja AS, the general meeting may adopt decisions if shareholders participate in the meeting, who hold more than half of the votes represented by shares, i.e. votes represented by at least twenty million three hundred and sixty-four thousand six hundred and one (20,364,601) shares. Pursuant to Subsection 297 (5) of the Commercial Code, the list of shareholders with the right to vote was determined as at seven (7) days before the date of holding the general meeting, i.e. on 19 March 2015 at pm. Thus, it was declared that the meeting had a quorum. Jüri Käo, Andres Järving, Meelis Milder and Gunnar Kraft, members of the Supervisory Board of Tallinna Kaubamaja AS, Raul Puusepp, member of the Management Board of Tallinna Kaubamaja AS, and Ago Vilu, auditor of AS PricewaterhouseCoopers, also participated in the meeting. No statements or dissenting opinions were submitted. Agenda of the meeting included: 1. Approval of the annual report of 2014 of Tallinna Kaubamaja AS 2. Distribution of profit 3. Appointment of an auditor and determination of the remuneration procedure

3 4. Election of the members of the Supervisory Board and determination of the remuneration procedure 5. Change of the business name and amendment of the articles of association Item 1 on the agenda. Approval of the annual report of 2014 The Chair of the meeting presented an overview of the consolidated annual report of 2014 (annual accounts and management report with appendices) and auditor s report. Pursuant to the annual report, the consolidated balance sheet of Tallinna Kaubamaja AS as at was 342,907 thousand euros, the sales revenue for the accounting year was 535,045 thousand euros and the net profit 20,295 thousand euros. In 2014, the group concentrated on internal development and growth of their business segments. According to the opinion of an independent sworn auditor, the consolidated annual accounts reflect correctly and fairly in major part the financial condition of Tallinna Kaubamaja AS and their subsidiaries as at 31 December 2014 and their financial result and cash flows of the financial year ending on that date in compliance with international financial reporting standards adopted by the European Union. The Chair of the Supervisory Board gave an overview of the report of the Supervisory Board. The Chair of the meeting put the proposal of the Management Board to the vote and the Supervisory Board submitted the consolidated annual accounts of 2014, management report and auditor s report to the meeting for approval. During counting of votes, Raul Puusepp, the Chair of the Management Board, gave an overview of the major events in To approve the annual report of 2014 prepared by the Management Board of Tallinna Kaubamaja AS and approved by the Supervisory Board, pursuant to which the consolidated balance sheet of Tallinna Kaubamaja AS was 342,907 thousand euros as at , the sales revenue for the accounting year was 535,045 thousand euros and the net profit 20,295 thousand euros votes in total participated in the voting, representing 78,35% of the share capital; the total number of votes of the company is 40,729,200. In favour: votes or 99,88 % of the votes represented in the meeting Against: 0 votes Neutral: votes or 0,12 % of the votes represented in the meeting Abstained: 0 votes

4 As, at least half of the votes represented in the meeting need to vote in favour of the decision in order to adopt the mentioned decision, the decision of the meeting is considered adopted. The decision is adopted. Item 2 on the agenda. Distribution of profit The Chair of the meeting put to the vote the proposal of the Management Board and the Supervisory Board submitted to the meeting for distribution of profit of the financial year and payment of dividends. During counting of the votes, Raul Puusepp, the Chair of the Management Board, gave an overview of major future plans. To approve the profit distribution proposal of 2014 of Tallinna Kaubamaja AS, presented by the Management Board and approved by the Supervisory Board, as follows: Retained profits of previous years 67,736 thousand euros Net profit of ,295 thousand euros Total distributable profit as at ,031 thousand euros To pay dividends of 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 pm. Dividends shall be paid to the bank accounts of shareholders via transfer on 14 April In total, votes participated in the voting, representing 78,35% of the share capital; total number of votes of the company is 40,729,200. In favour: votes or 100 % of the votes represented in the meeting Against: 0 votes Neutral: 0 votes Abstained: 0 votes As, at least half of the votes represented in the meeting need to vote in favour of the decision in order to adopt the mentioned decision, the decision of the meeting is considered adopted.

5 The decision is adopted. Item 3 on the agenda. Appointment of an auditor and determination of the remuneration procedure The Chair of the meeting put to the vote the proposal of the Management Board and the Supervisory Board submitted to the meeting for appointment of an auditor and determination of the remuneration procedure. Voting took place. To appoint Aktsiaselts PricewaterhouseCoopers, registry code , the performer of audit of financial years of Tallinna Kaubamaja AS. The Management Board of the public limited company will decide the amount of remuneration of the auditor. In total, votes participated in the voting, representing 78,35% of the share capital; total number of votes of the company is 40,729,200 votes. In favour: votes or 99,97 % of the votes represented in the meeting Against: votes or 0,01 % of the votes represented in the meeting Neutral: votes or 0,01 % of the votes represented in the meeting Abstained: votes or 0,01 % of the votes represented in the meeting As, at least half of the votes represented in the meeting need to vote in favour of the decision in order to adopt the mentioned decision, the decision of the meeting is considered adopted. The decision is adopted. Item 4 on the agenda. Election of the members of the Supervisory Board and determination of the remuneration procedure. The Chair of the meeting put to the vote the proposal of the Management Board and the Supervisory Board submitted to the meeting for election of the members of the Supervisory Board and determination of the remuneration procedure. Elect, in connection with expiration of the term of office of the members of the Supervisory Board on , Andres Järving, Jüri Käo, Enn Kunila, Meelis Milder

6 and Gunnar Kraft as members of the Supervisory Board of Tallinna Kaubamaja AS for the next 3-year term of office as of 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. In total, votes participated in the voting, representing 78,35% of the share capital; total number of votes of the company is 40,729,200 votes. In favour: votes or 99,98 % of the votes represented in the meeting Against: 0 votes Neutral: votes or 0,02 % of the votes represented in the meeting Abstained: 0 votes As, at least half of the votes represented in the meeting need to vote in favour of the decision in order to adopt the mentioned decision, the decision of the meeting is considered adopted. The decision is adopted. Item 5 on the agenda. Change of the business name and amendment of the articles of association. The Chair of the meeting put to the vote the proposal of the Management Board and the Supervisory Board submitted to the meeting for change of the business name and amendment of the articles of association (Annex 2 to this notarial instrument). Voting took place. To change the business name of TALLINNA KAUBAMAJA AKTSIASELTS and to approve the new business name Tallinna Kaubamaja Grupp AS. In connection with the change of the business name, to amend Subsection 1 (1) of the articles of association and to approve the new version of the articles of association, in which Subsection 1 (1) shall be established as follows: Business name of the public limited company (hereinafter the Company) is Tallinna Kaubamaja Grupp AS. In total, votes participated in the voting, representing 78,35% of the share capital; total number of votes of the company is 40,729,200 votes.

7 In favour: votes or approximately 100 % of the votes represented in the meeting Against: 235 votes or 0,0007 % of the votes represented in the meeting Neutral: 0 votes Abstained: 0 votes As, at least two thirds of the votes represented in the meeting need to vote in favour of the decision in order to adopt the mentioned decision, the decision of the meeting is considered adopted. The decision is adopted. The requirements of the law and the articles of association have been followed during adoption of the decisions described in these minutes. The following documents have been appended to these minutes: 1. List of participants in the meeting 2. Articles of association Before signing, this notarial instrument and its annexes have been submitted to the Chair of the meeting and the recording secretary for revision and then signed in the presence of the verifier of the notarial instrument. This notarial instrument (minutes and decisions of the general meeting) is prepared and signed in one (1) copy, which shall be preserved in the notary s office. A certified copy of the notarial instrument shall be delivered to the public limited company on the day of preparation of this deed. This document includes 102 sheets bound with string and embossing seal impression. Notary fee for verifying the minutes and decisions of the general meeting is euros (Subsection 18 (4), Section 22, Clause 29 (1) 4) of the Notary Fees Act (NTS), transaction value 4,072,920 euros). Notary fee for performing the act outside the notary s office is 5,70 euros (Subsections 36 (2) of NTS). Total notary fee: VAT: Total: 325,2 euros. 65,04 euros euros. Fee for preparation and certification of copies will be added to the aforementioned.

8 Chair of the meeting: name and surname signature Recording secretary: name and surname signature