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])