Core Viewpoint - TKM Grupp AS reported a decrease in revenue and net profit for the year 2025, with a proposed dividend distribution to shareholders. Financial Performance - The consolidated audited revenue for 2025 was 919.6 million euros, reflecting a decrease of 2.6% from 944.6 million euros in 2024 [2] - The consolidated audited net profit for 2025 was 17.5 million euros, down from 27.5 million euros in 2024 [3] Business Segments Performance - The net profit (loss) by business segments for 2025 was as follows: - Supermarkets: 9.5 million euros - Department stores: -0.5 million euros - Car Trade: 4.3 million euros - Security: 0.0 million euros - Real Estate: 6.3 million euros - IFRS16 related loss: -2.1 million euros [3] Dividend Proposal - The Management Board proposed a dividend of 0.60 euros per share, totaling 24.4 million euros, with an income tax payable on dividends of 6.7 million euros [3] - The list of shareholders entitled to dividends will be fixed on 31 March 2026, with the ex-dividend date set for 30 March 2026, and payment scheduled for 7 April 2026 [3] Company Overview - TKM Grupp AS is one of the largest retail groups in Estonia, comprising various subsidiaries including Selver AS, Kaubamaja AS, and others, with over 750 thousand loyal customers at the end of the reporting year [4]

Core Viewpoint - The Supervisory Board of TKM Grupp AS has decided to extend the term of Raul Puusepp as a member of the Management Board for an additional three years starting from March 6, 2026 [1] Group 1 - The resolution was made on February 13, 2026 [1] - Raul Puusepp will continue to serve in his role as a member of the Management Board [1] - The extension of his authorities reflects the board's confidence in his leadership [1]

Core Viewpoint - TKM Auto OÜ, a subsidiary of TKM Grupp AS, has signed an agreement to acquire 100% shareholding in Rohe Auto AS and SKO Motors OÜ, enhancing its presence in the automotive sector and expanding its brand portfolio with Škoda dealership rights [1][3]. Group 1: Transaction Details - The acquisition includes Rohe Auto AS and SKO Motors OÜ, which are involved in the sale of Škoda vehicles, spare parts, and maintenance services in Tallinn and Harju County [1]. - The transaction will not include the current shareholding of Rohe Auto AS and SKO Motors OÜ in Carstadt OÜ, which will be divested prior to completion [1]. - The share purchase agreement is subject to necessary approvals from the Estonian Competition Authority and additional actions [2]. Group 2: Company Background - TKM Grupp AS has been focused on expanding in the automotive sector since 2007, with a network of independent dealers importing KIA vehicles and operating retail and service showrooms in the Baltics [3]. - The automotive segment of TKM Grupp AS generated revenue of €200.8 million in 2024, indicating a strong market presence [3]. - Rohe Auto AS and SKO Motors OÜ are wholly owned by AS Adole Invest, a major automotive group in Estonia, which also represents brands like Porsche, Bentley, and Lamborghini [4]. Group 3: Financial Information - Rohe Auto AS has a registered share capital of €120,000, while SKO Motors OÜ has a registered share capital of €251,000 [5]. - A new real estate holding company will be established with a registered share capital of €10,000 prior to the transaction's completion [5].

Core Viewpoint - The Supreme Court of Latvia upheld the decision of the Administrative Regional Court, confirming a fine of EUR 135 thousand imposed on KIA Auto AS for competition law violations, with TKM Grupp AS jointly liable for EUR 95 thousand, marking the end of the legal proceedings [1][4]. Group 1: Legal Proceedings - The case began in August 2014 when the Latvian Competition Council imposed a fine on TKM Grupp AS and KIA Auto AS for alleged competition law violations related to warranty conditions requiring KIA car owners to use authorized service centers and original spare parts [2]. - After years of litigation, the Supreme Court referred the case back to the Administrative Regional Court in December 2021 for re-examination, emphasizing the need for a thorough analysis of the alleged anti-competitive conduct [3]. - The Regional Court upheld the Competition Council's decision on June 4, 2025, despite extensive evidence provided by KIA Auto AS and TKM Grupp AS, leading to an appeal to the Supreme Court [3]. Group 2: Supreme Court Findings - The Supreme Court concluded that the Regional Court's assessment aligned with the guidance from the Court of Justice of the European Union, establishing significant potential anti-competitive effects without needing to identify actual consequences [4]. - The Court noted that the 100% shareholding of TKM Grupp AS over KIA Auto AS creates a presumption of decisive influence over the subsidiary's conduct, which contributed to the dismissal of the cassation appeals [4].

Core Viewpoint - TKM Grupp AS has announced the schedule for the publication of its consolidated financial results for 2026, detailing specific dates for various reports [1] Group 1: Financial Reporting Schedule - The interim report for the fourth quarter and 12 months of 2025 will be published on January 16, 2026 [1] - The audited annual report for 2025 is set to be released on February 19, 2026 [1] - The interim report for the first quarter and 3 months of 2026 will be available on April 10, 2026 [1] - The interim report for the second quarter and 6 months of 2026 is scheduled for July 10, 2026 [1] - The interim report for the third quarter and 9 months of 2026 will be published on October 9, 2026 [1]

Group 1 - TKM Grupp AS's subsidiaries, including Selver AS, TKM Kinnisvara AS, and TKM Kinnisvara Tartu OÜ, have extended the authorities of their current Management Board members for additional terms [1][3] - Selver AS operates a chain of supermarkets and hypermarkets primarily focused on food and convenience goods [1] - TKM Kinnisvara AS is involved in the development, management, maintenance, and leasing of commercial properties owned by TKM Grupp AS [1] Group 2 - The Audit Committee of TKM Grupp AS, consisting of Kaia Salumets (chairman), Jüri Käo, Gunnar Kraft, and Kristo Anton, will continue for another 3-year term starting from January 26, 2026 [2] - The Audit Committee advises the Supervisory Board on supervisory matters [2] - Kristi Simonsen's term as a member of the Management Board of AS Selver has been extended for another 3 years starting from December 4, 2025 [3]

Core Viewpoint - The Administrative Regional Court of Latvia upheld the Latvian Competition Council's 2014 decision against KIA Auto AS and TKM Grupp AS, which imposed a fine for alleged anti-competitive practices related to warranty conditions for KIA vehicles, despite the companies' extensive evidence and arguments to the contrary [1][5]. Summary by Sections Legal Proceedings - The case has been ongoing for over ten years, initiated by a decision from the Latvian Competition Council on August 7, 2014, which KIA Auto AS and TKM Grupp AS are contesting [1]. - The companies plan to submit a cassation claim to the Supreme Court of Latvia, disagreeing with the court's findings [1]. Allegations and Fines - The Competition Council's 2014 decision alleged that KIA passenger car owners were required to perform maintenance only at authorized services to maintain warranty validity, leading to a fine of €135,000 for KIA Auto AS, with €95,000 imposed on TKM Grupp AS [2]. Defense Arguments - KIA Auto AS and TKM Grupp AS argue that the case was based on a single warranty refusal by a third party, which acknowledged that KIA Auto AS was not involved in the decision [3]. - They contend that the warranty conditions allowed servicing at independent centers, provided that maintenance was inspected at an authorized center, and assert that the Competition Council misinterpreted these conditions [3]. Court Proceedings and Rulings - The Supreme Court of Latvia previously referred the case back to the Administrative Regional Court for a comprehensive analysis of the alleged anti-competitive behavior [4]. - After a preliminary ruling from the Court of Justice of the European Union, the Administrative Regional Court resumed proceedings but ultimately upheld the Competition Council's decision, disregarding the companies' evidence and the EU court's guidance [5]. Next Steps - TKM Grupp AS will communicate further steps regarding the litigation to the stock exchange as per regulatory requirements [6].

Core Viewpoint - TKM Grupp AS is restructuring its operations in Lithuania by separating the KIA and Škoda business lines to enhance operational efficiency and focus on growth in the automotive trade sector [1][3]. Group 1: Restructuring Details - TKM Auto OÜ, a subsidiary of TKM Grupp AS, has executed a restructuring that involves the demerger of the Škoda business line into a newly established company named Motus auto UAB [2]. - The demerger was officially approved on May 22, 2025, and the division was registered in the Lithuanian Commercial Register on May 28, 2025 [2]. Group 2: Strategic Goals - The separation of the Škoda dealership and service business line is aimed at allowing TKM Group to focus more effectively on its operations, thereby achieving better results [3]. - TKM Group's strategic goal includes expanding its automotive trade, particularly in developing the sales and service network for KIA and other car brands in the Baltic States, which is the Group's second largest segment in terms of sales revenue and profit [3]. Group 3: Financial Impact - The creation of the subsidiary through the division will not affect the consolidated financial results of TKM Group, and it is not classified as a significant acquisition under Nasdaq Tallinn Stock Exchange Rules [4]. - The restructuring is not expected to have a significant impact on the overall activities of TKM Group [4].