Expansion of Car Trade Activities in Estonia through Acquisition of Shareholdings

Today, 07th 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 Škoda 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 Škoda 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 €200.8 million. Acquiring the Škoda 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 Škoda 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
info@tkmgrupp.ee