Notice Calling the Annual General Meeting of Shareholders
Dear shareholder of AS Tallink Grupp,
The management board of AS Tallink Grupp, registration code 10238429, location
and address at Sadama 5, 10111 Tallinn, is calling the annual general meeting of
shareholders on 20 May 2025 at 11:00 AM (EEST) at the conference centre of
Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.
Registration of the shareholders begins at 10:00 AM at the venue of the general
meeting.
The supervisory board of AS Tallink Grupp determined the following agenda of the
annual general meeting of AS Tallink Grupp and presents the following proposals
to the shareholders:
1. Approval of the annual report of the financial year 2024
To approve the annual report of the financial year 2024 as presented by the
Management Board of AS Tallink Grupp.
2. Proposal for profit distribution
To approve the following profit distribution proposal as prepared by the
Management Board of AS Tallink Grupp:
1. To approve the net profit of the financial year 2024 in the amount of
40 274 000 euros. The retained earnings of previous periods total to
325 991 000 euros. Therefore, the distributable profit totals to
366 265 000 euros as at 31.12.2024;
2. To allocate 0 euros to mandatory legal reserve;
3. Not to make any allocations to other reserves prescribed by law or the
articles of association;
4. To allocate 0 euros to retained earnings;
5. To pay the shareholders dividends of 0.06 euros per share, in the total
amount of 44 614 143.84 euros;
5.1. To pay 0.03 euros per share to the shareholders who are included in the
list of shareholders fixed on 19.06.2025 as at the end of the business day of
Nasdaq CSD Estonia settlement system. Consequently, the day of change of the
rights related to the shares (ex-date) is set to 18.06.2025. The dividend shall
be paid to the shareholders by transfer to the bank account of the shareholders
on 2.07.2025.
5.2. To pay 0.03 euros per share to the shareholders who are included in the
list of shareholders fixed on 14.11.2025 as at the end of the business day of
Nasdaq CSD Estonia settlement system. Consequently, the day of change of the
rights related to the shares (ex-date) is set to 13.11.2025. The dividend shall
be paid to the shareholders by transfer to the bank account of the shareholders
on 25.11.2025.
3. Appointment of an auditor for the financial year 2025 and the determination
of the procedure of remuneration of an auditor
To appoint the audit firm KPMG Baltics OÜ as the auditor of AS Tallink Grupp for
the financial year 2025 and to remunerate the work in accordance with the
contract to be concluded with the auditor.
4. Extension of authority and determination of the remuneration of the members
of the Supervisory Board
Due to the expiry of the term of authority of the members of the Supervisory
Board, Ain Hanschmidt, Eve Pant, Toivo Ninnas and Raino Paron on 19.09.2025, to
extend the term of authority for the next 3-year term from 20.09.2025. To
continue with the remuneration of the members of the Supervisory Board in
accordance with the resolution No 4 adopted by the General Meeting of
Shareholders on 07.05.2024.
5. Amendment of the Articles of Association
To amend the second sentence of the Article 2.4. of the Articles of Association
and word it as follows: "Supervisory board shall be authorised within 3 years as
from 1 January 2026 to increase the share capital by up to 35 000 000 euros,
increasing the share capital up to 384 477 460,08 euros."
6. Issuance on options as part of the Option program to the members of the
Supervisory Board
To approve the issuing of options as part of the Option program to the members
of the Supervisory Board of AS Tallink Grupp and to conclude the Agreements of
Share Option in accordance with the terms of the Option Program approved by the
General Meeting of shareholders of AS Tallink Grupp on 13.06.2023 and as
follows:
1. The Member of the Supervisory Board Enn Pant has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares of AS
Tallink Grupp) for the third year of the Option program (period 13 June
2025 to 13 June 2026).
2. The Member of the Supervisory Board Ain Hanschmidt has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares of AS
Tallink Grupp) for the third year of the Option program (period 13 June
2025 to 13 June 2026).
3. The Member of the Supervisory Board Eve Pant has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares of AS
Tallink Grupp) for the third year of the Option program (period 13 June
2025 to 13 June 2026).
4. The Member of the Supervisory Board Raino Paron has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares AS Tallink
Grupp) for the third year of the Option program (period 13 June 2025 to 13
June 2026).
5. The Member of the Supervisory Board Toivo Ninnas has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares of AS
Tallink Grupp) for the third year of the Option program (period 13 June
2025 to 13 June 2026).
6. The Member of the Supervisory Board Kalev Järvelill has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares of Tallink
Grupp) for the third year of the Option program (period 13 June 2025 to 13
June 2026).
To appoint the Chairman of the Management Board of AS Tallink Grupp as the
representative of AS Tallink Grupp when concluding the Agreements of Share
Option with the abovementioned Members of the Supervisory Board.
___________________________________
The list of shareholders entitled to participate in the annual general meeting
shall be determined seven calendar days before holding the general meeting, i.e.
as at the end of the business day of the settlement system of the registrar of
the Estonian register of securities (Nasdaq CSD SE) and Euroclear Finland Oy on
13 May 2025 (record date).
The documents related to the annual general meeting of AS Tallink Grupp, the
documents to be presented to the general meeting and the other important
information related to the general meeting, inter alia, the drafts of the
resolutions, annual report of the financial year 2024 of AS Tallink Grupp, the
supervisory board's report, the sworn auditor's report, the proposal for profit
distribution and the substantiations presented by the shareholders regarding
items on the agenda (if any are received), may be examined on the website of AS
Tallink Grupp at the address https://company.tallink.com/for-investors/annual-
general-meetings, on the website of the Tallinn Stock Exchange at the
address www.nasdaqbaltic.com (http://www.nasdaqbaltic.com) and in the office of
AS Tallink Grupp at the address Sadama 5, Tallinn, 1(st) floor, on business days
from 09:00 AM to 4:00 PM as of the notification of the general meeting until the
date of holding the general meeting. The information stipulated in § 294(1) of
the Commercial Code is available to the shareholders on the website of AS
Tallink Grupp at the address https://company.tallink.com/for-investors/annual-
general-meetings until the date of holding the general meeting (included).
A shareholder may ask questions concerning the matters on the agenda by sending
the respective questions to the email address [email protected]
(mailto:[email protected]).
A shareholder has the right to receive information from the management board on
the activities of AS Tallink Grupp at the general meeting of AS Tallink Grupp.
The management board may refuse to give information if there is a basis to
presume that this may cause significant damage to the interests of the public
limited company. If the management board refuses to provide information, the
shareholder may demand that the general meeting decide on the legality of the
shareholder's request or to file, within two weeks as from the holding of the
general meeting, a petition to a court by way of proceedings on petition in
order to obligate the management board to provide the information.
The shareholders whose shares represent at least 1/20 of the share capital may
demand inclusion of additional issues on the agenda of the annual general
meeting if such demand is presented no later than 15 days before the general
meeting is held. The shareholders whose shares represent at least 1/20 of the
share capital may submit to the public limited company a draft resolution for
every item of the agenda. This right may not be exercised later than 3 days
before the general meeting is held. The aforementioned documents shall be
submitted to AS Tallink Grupp in writing to the address AS Tallink Grupp, Sadama
5, 10111 Tallinn or be sent in electronic form (signed with a qualified e-
signature in the meaning of Regulation (EU) No 910/2014 of the European
Parliament and of the Council - e.g. a digital signature) to the email address
[email protected] (mailto:[email protected]).
AS Tallink Grupp does not enable electronic participation in or electronic
voting at the general meeting (§ 33(1) of the General Part of the Civil Code Act
and § 290(1 )of the Commercial Code) nor voting before the meeting (§ 298(2 )of
the Commercial Code).
Instructions for the participants in the annual general meeting:
1. Shareholders who are registered in the share register maintained by Nasdaq
CSD SE
We kindly ask the shareholders, who are as at the record date registered in the
share register maintained by Nasdaq CSD SE and who wish to participate in the
annual general meeting, to present the following documents for registration:
* Shareholder who is a natural person should present an identity document
(passport or ID card).
* Representative of a shareholder who is a natural person should present an
identity document (passport or ID card) and a duly signed written power of
attorney.
* Legal representative of a shareholder who is a legal person should present
an extract (or other similar document) from the respective business register
in which the legal person is registered, which shows the person's right to
represent the shareholder (legal persons registered in Estonia should
present an extract of the commercial register registry card which is not
older than 15 days; legal persons registered in a foreign country should
present a certified extract (or other similar document which is not older
than 6 months), and an identity document of the representative (passport or
ID card).
* Authorized representative of a legal person whose right of representation
does not show from the respective business register extract (or other
similar document) should, in addition to the aforementioned documents (i.e.
the extract and the identity document), present a written power of attorney
duly issued by the legal representative of the shareholder.
The documents of a shareholder who is a legal person registered in a foreign
country, which have been issued by a foreign official, must be legalized or
apostilled (unless otherwise foreseen in an applicable international agreement
or convention).
A translation into Estonian prepared by a sworn translator should be attached to
the documents that are in a foreign language.
AS Tallink Grupp may register an aforementioned shareholder as a participant in
the general meeting also in case all the required data concerning the legal
person and its representative are contained in a notarized power of attorney
issued to the representative in a foreign country and the power of attorney is
acceptable in Estonia.
2. Shareholders registered in the share register maintained by Euroclear Finland
Oy (holders of Finnish share depositary receipts (FDRs) - hereinafter the FDR
holders)
In order to participate in the annual general meeting, the FDR holders are
kindly asked, for organizational purposes, to inform AS Tallink Grupp in writing
or in a form which can be reproduced in writing of his/her/its intention to
participate in the annual general meeting and to provide the copies of the
documents requested below (the originals should be presented at the registration
of the shareholders on the day of the meeting) no later than 19 May 2025, 4:00
PM (Estonian time) by mail to the address Sadama 5, Tallinn 10111, Estonia or by
email to the address [email protected] (mailto:[email protected]).
Nordea Bank Abp as the FDRs agent shall issue a power of attorney authorizing
each FDR holder to vote at the annual general meeting with the number of votes
corresponding to the number of FDRs held by the FDR holder as at the record
date. The power of attorney issued by Nordea Bank Abp is issued with the right
to delegate the authorization.
We kindly ask the FDR holders, who are registered as at the record date in the
share register maintained by Euroclear Finland Oy and who would like to
participate in the annual general meeting, to present for the registration the
documents indicated above in section 1 of the instructions (in addition to the
documents indicated in section 2 of the instructions).
FDR holders, who hold their FDRs on a nominee account, should present, in
addition to the aforementioned documents, a power of attorney issued by
his/her/its Finnish account operator. The form of the respective power of
attorney is available from the website of AS Tallink Grupp at the address
www.tallink.com/annual-general-meeting (http://www.tallink.com/annual-general-
meeting).
The annual general meeting will be held in the Estonian language with
simultaneous translation into the English language.
A shareholder may, before the general meeting is held, notify AS Tallink Grupp
of the appointment of a representative and of the withdrawal of the
authorization by the principal by email to the address [email protected]
(mailto:[email protected]) or by delivering the aforementioned documents to
the office of AS Tallink Grupp at Sadama 5, Tallinn, 1(st) floor on business
days from 9:00 AM to 4:00 PM no later than 19 May 2025 at 4:00 PM (Estonian
time), by using the forms provided on the website of AS Tallink Grupp at the
address www.tallink.com/annual-general-meeting (http://www.tallink.com/annual-
general-meeting). Information about the procedure for the appointment of a
representative and for the withdrawal of the authorization (including form
requirements) can be found on the website of AS Tallink Grupp at the
address www.tallink.com/annual-general-meeting (http://www.tallink.com/annual-
general-meeting).
Yours faithfully,
Paavo Nõgene
Chairman of the Management Board
Anneli Simm
Investor Relations Manager
AS Tallink Grupp
Sadama 5
10111 Tallinn, Estonia
E-mail [email protected] (mailto:[email protected])
Phone: +372 56157170