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Restructuration of the Group

Tallinna Kaubamaja Grupp
Tallinna Kaubamaja Grupp

Tallinna Kaubamaja Grupp plans to conduct the following intragroup restructuring in 2022 in which two subsidiaries of the Group merge and the provision of financial services is assembled into a single subsidiary.

The merger of Selver AS and TKM King AS

Tallinna Kaubamaja Grupp published in a company announcement on 20 July 2020 that with the aim of reorganising the structure of the companies of the Group, retail sale and wholesale of footwear, among others, will be separated into separate companies. Tallinna Kaubamaja Grupp published in a company announcement on 10 September 2021 that the Group’s subsidiary TKM King AS gradually closes ABC King’s and SHU’s physical shoestores during 2022. TKM King AS retail stores have been closed by now and TKM King AS existing wholesale business shall be merged with Selver AS. Due to said circumstance, it is not necessary to establish the originally planned TKM Hulgikaubanduse OÜ.
The assets, rights and obligations of TKM King AS will transfer wholly to Selver AS. The aim of the merger is to assemble the import of footwear as well as other industrial goods intended mainly for the supermarket segment into Selver AS. The merging companies Selver AS (the acquiring company) and TKM King AS (the company being acquired) are both 100% subsidiaries of Tallinna Kaubamaja Grupp. The merger is planned to be carried out in 2022. Kristi Lomp, the current member of the management board of Selver AS, will continue as a member of the management board of Selver AS. The supervisory board of Selver AS will continue with members Andres Järving (Chairman), Jüri Käo, Enn Kunila and Raul Puusepp. Anne-Liis Ostov, a member of the management board of TKM King AS, will continue as a member of the management board of the Group’s cosmetics companies TKM Beauty OÜ and TKM Beauty Eesti OÜ and as the Group’s marketing director.

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The transfer of part of enterprise of the monthly card to TKM Finants AS

Currently the Group's loyalty program Partnerkaart offers customers a personal purchase limit, which allows Partnercard and Partner bank card owners to make purchases in the Group's companies’ stores and e-shops by paying for the current month's purchase at the beginning of the next month (Kuukaart). The provision of the Group's financial services will be assembled into one subsidiary – TKM Finants AS. In relation to that, Tallinna Kaubamaja Grupp will transfer the part of enterprise related to the monthly card service to TKM Finants AS. The transfer of the part of enterprise is planned for August 2022 and it will not involve any changes to the terms of the agreements with customers of Kuukaart.
The Group’s 100% owned subsidiary TKM Finants AS is a licenced creditor and the planned transfer will expand the portfolio of financial services provided by TKM Finants AS. Additional financial services are currently being prepared to provide even more convenient shopping to customers. TKM Finants AS plans to also offer installment payment services to private persons.

The reorganisation of the Group’s structure will have no effect on the consolidated financial results of the Group. The transfer of financial services part of enterprise is not deemed to be qualifying acquisition of a holding for the purposes of the part ‘Requirements for issuers’ of the Rules and Regulations of the NASDAQ OMX Tallinn Stock Exchange and it will not significantly impact the activity of the Tallinna Kaubamaja Grupp AS. The members of the management board and the supervisory board of Tallinna Kaubamaja Grupp AS have no other personal interests in these transactions.

Raul Puusepp
Chairman of the Management Board
Tel +372 731 5000