TKM Grupp AS

Regulatory Filings • Jan 7, 2026

Expansion of Car Trade Activities in Estonia through Acquisition of Shareholdings

Expansion of Car Trade Activities in Estonia through Acquisition of Shareholdings

Today, 07(th) of January 2026, TKM Auto OÜ, a 100% subsidiary of TKM Grupp AS,
signed an agreement to acquire a 100% shareholding in three companies:

* Rohe Auto AS, with a registered share capital of EUR 120,000, divided into
200,000 shares with a nominal value of EUR 0.60 per share;
* SKO Motors OÜ, with a registered share capital of EUR 251,000, divided into
one share with a nominal value of EUR 251,000; and
* a real estate holding company to be established prior to completion of the
transaction, with a registered share capital of EUR 10,000, divided into one
share with a nominal value of EUR 10,000.

The main business activities of Rohe Auto AS and SKO Motors OÜ include the sale
of vehicles under the Shkoda brand, retail and wholesale of spare parts and
accessories, and provision of maintenance and repair services in Tallinn and
Harju County. They also engage in the sale of used cars and offer car commission
sales services to customers. Rohe Auto AS holds a right of superficies at
Sõpruse pst 151, Tallinn, where its showroom is located. SKO Motors OÜ holds a
right of superficies at Pärnu mnt 543, Jälgimäe village, Saku municipality,
where its showroom is located. The transaction does not include the current
shareholding of Rohe Auto AS and SKO Motors OÜ in Carstadt OÜ, which will be
divested prior to completion. The real estate holding company to be established
will own property located at Pärnu mnt 543, Jälgimäe village, Saku municipality,
Harju County.

The share purchase agreement provides for completion of the transaction
following receipt of the necessary approvals from the Estonian Competition
Authority and completion of additional actions.

TKM Grupp AS has consistently aimed to expand in the automotive sector, which
has been one of the Group's strategic business segments since 2007. The Group's
automotive segment consists of an independent dealer network importing KIA
vehicles in the Baltics and six retail and service showrooms in Estonia, Latvia,
and Lithuania. The Group is engaged in retail sales of KIA vehicles in Estonia,
Latvia and Lithuania, as well as Shkoda vehicles previously in Latvia and
Lithuania. In addition, it is a Peugeot dealer in Estonia and Latvia. The
Group's automotive segment revenue in 2024 amounted to EUR200.8 million. Acquiring
the Shkoda dealership rights through this transaction is a logical step to
complement and harmonize the Group's brand portfolio, enabling the company to
offer customers a broader selection.

Rohe Auto AS and SKO Motors OÜ are wholly owned by AS Adole Invest, one of the
largest automotive groups in Estonia. AS Auto 100, a company within the AS Adole
Invest group, is the importer of Shkoda vehicles in Estonia, since end of 2017 in
Latvia (AS Auto 100 Latvian branch), and since early 2023 also in Lithuania. The
group also represents Porsche in Estonia and is an official sales and after-
sales partner for Bentley Motors and Automobili Lamborghini. Additionally, the
group provides car rental services and body repair works.

The transaction does not constitute an acquisition of a significant holding or a
related-party transaction within the meaning of the NASDAQ Tallinn Stock
Exchange Rules "Requirements for Issuers" and will not have a material impact on
the operations of TKM Grupp AS. The members of the Supervisory Board and
Management Board of TKM Grupp AS have no personal interest in the transaction.

Raul Puusepp
Chairman of the Board
Phone: +372 731 5000
[email protected] (mailto:[email protected])