

ANNUAL GENERAL MEETING
15 JUNE 2021
AGENDA OF THE ANNUAL GENERAL MEETING
-
- Approval of the annual report of the financial year 2020
-
- Resolution of covering the loss
-
- Amendment of the Articles of Association
-
- Extension of authority of the member of the supervisory board and payment of remuneration
-
- Appointment of an auditor for the financial year 2021 and the determination of the procedure of remuneration of the auditor
KEY HIGHLIGHTS AND FACTS IN 2020
- COVID-19 related temporary suspensions of vessel and hotel operations
- Rerouting vessels to new routes
- Reorganisation and reduction in the number of employees by 3 040
- Signing EUR 260 million worth of new overdraft and working capital loan agreements
- Received EUR 36.6 million in net direct financial support from state aid measures in home markets
- Completion of prepayments for MyStar and start of the construction of the vessel
- Purchase of a ro-pax vessel Sailor
- Renovation of Tallink City Hotel
- Opening of the first Burger King restaurants in Estonia, Latvia and Lithuania

Victoria I in Saaremaa
STEPS TAKEN TO KEEP PROVIDING SAFE TRAVELLING FOCUS ON FLEXIBILITY, COSTS AND LIQUIDITY
FLEXIBILITY AND COST-CUTTING MEASURES
- Strict hygiene and disinfecting procedures and requirements
- Renegotiation of supply terms of various goods and consumables
- Extremely limited advertising and marketing efforts
- Scaled down on non-critical costs and investments
- Decrease in workload and remuneration, layoffs and collective redundancies, initiatives to increase flexibility
- Moving support positions to Estonia
ACTIVITIES TO ENSURE LIQUIDITY
- No dividends
- Applying for various support measures
- Postponement of investments, taxes, loan repayments (& waivers of covenants)
- Securing new loans

TALLINK GRUPP
STRATEGIC FOCUS ON MANAGING COSTS AND CASH FLOWS
2020 OVERVIEW – COVID-19 & TRAVEL RESTRICTIONS
Selected Key Figures (financials in million euros) |
2020 |
2019 |
Change |
| Number of passengers |
3 732 102 |
9 763 210 |
-61.8% |
| Number of cargo units |
359 811 |
379 634 |
-5.2% |
| Number of passenger cars |
702 702 |
1 110 314 |
-36.7% |
| Employees at the end of period |
4 200 |
7 240 |
-42.0% |
| Revenue |
442.9 |
949.1 |
-53.3% |
|
|
|
|
| Gross profit / loss |
-43.5 |
196.9 |
-122.1% |
| EBITDA |
8.0 |
171.1 |
-95.3% |
| Net result for the period |
-108.3 |
49.7 |
-317.8% |
| Capital expenditures |
100.1 |
60.9 |
64.4% |
| As at: |
31.12.20 |
31.12.19 |
Change |
| Total assets |
1 516.2 |
1 533.0 |
-1.1% |
| Total equity |
714.3 |
822.8 |
-13.2% |
| Interest-bearing liabilities |
705.1 |
577.9 |
22.0% |
| Net debt |
677.3 |
539.0 |
25.7% |
• Revenue EUR 442.9m (EUR -506.2m or -53.3% vs LY)
- Extensive impact from Covid-19 related travel restrictions
- More limited impact on cargo operations
- 20% less departures compared to 2019
• Cost reduction & support
- Cost of sales reduced by 35% or EUR 266m
- Overhead cost reduced by 31% or EUR 38m
- Normalised cost (ex D&A) reduced by 42%
- Net direct financial support of EUR 36.6m in 2020
- Positive EBITDA of EUR 8.0m (EUR -163.1m vs LY)
- Net loss of EUR 108.3m (EUR -158.0m vs LY)
- Capital expenditure related mainly to MyStar
FULL YEAR COSTS BREAKDOWN
| (EUR thousands) |
20203 |
2019 |
Change |
| Cost of goods |
116 624 |
221 139 |
-47% |
| Staff costs |
116 818* |
163 148 |
-28% |
| Overhead expenses (1) |
71 797 |
110 974 |
-35% |
| Port & Stevedoring |
68 100 |
103 446 |
-34% |
| Fuel cost |
56 341 |
89 614 |
-37% |
| Ship operating expenses |
36 923 |
72 594 |
-49% |
| Other costs |
3 430 |
9 005 |
-62% |
| Total costs from operations |
470 033 |
769 920 |
-39% |
| Depreciation & amortisation |
100 661 |
96 246 |
5% |
| Net finance cost (2) |
18 000 |
17 683 |
2% |
|
|
|
|
| Total costs |
588 694 |
883 849 |
-33% |
*EUR 105.2m combined with Swedish salary compensations, -35.5% y-o-y
TALLINK GRUPP
- (1) Depreciation and amortisation excluded
- (2) Includes share of profit/loss of equity-accounted investees

2020 staff costs include EUR 9.0m redundancy costs Entered 2021 with 3 000 less employees compared to 2020 Notes: 2021 & OUTLOOK
TALLINK GRUPP
I QUARTER RESULTS OF THE 2021 FINANCIAL YEAR 1 JANUARY – 31 MARCH 2021
Q1 Selected Key Figures (financials in million euros) |
2021 |
2020 |
Change |
| Number of passengers |
267 224 |
1 566 730 |
-82.9% |
| Number of cargo units |
85 156 |
99 617 |
-14.5% |
| Number of passenger cars |
75 815 |
190 292 |
-60.2% |
| Revenue |
53.7 |
154.9 |
-65.3% |
Gross profit / loss |
-20.0 |
-0.2 |
- |
| EBITDA |
-6.3 |
-1.3 |
-400.6% |
| EBIT |
-30.0 |
-26.0 |
-15.2% |
| Net result for the period |
-34.4 |
-30.2 |
-14.0% |
| Capital expenditures |
4.2 |
27.1 |
-84.5% |
| As at: |
31.03.21 |
31.12.20 |
Change |
| Total assets |
1 492.5 |
1 516.2 |
-1.6% |
| Total equity |
680.1 |
714.3 |
-4.8% |
| Interest-bearing liabilities |
728.3 |
705.1 |
3.3% |
| Net debt |
713.5 |
677.3 |
5.4% |
TALLINK
• Revenue EUR 53.7m (EUR -101.2m or -65.3% vs LY)
- Extensive impact from Covid-19 related travel restrictions
- More limited impact on cargo operations
- 16% less departures compared to Q1 2020
• Cost reduction & support
- Cost of sales reduced by 52% or EUR 81m
- Administrative & marketing cost reduced by 45% or EUR 12m
- Direct financial support of EUR 5.0m in Q1 2021
- EBITDA of EUR -6.3m (EUR -5.1m vs LY)
- Net loss of EUR 34.4m (EUR -4.2m vs LY)
THE DYNAMICS OF HIGH SEASONALITY ON THE PROFIT LEVEL
NET PROFIT/LOSS BY QUARTERS (EUR MILLION)

MOST OF THE PROFITS ARE TYPICALLY EARNED IN THE SUMMER, THE HIGH SEASON
SUMMER 2021 OUTLOOK FOR SUMMER 2021
- Tallinn-Helsinki SHUTTLE key service for Tallink and MYSTAR is very important for coming years • Progress regarding vaccinations in Group's main markets in Estonia and Finland provides a positive outlook for traffic recovery
- Increased cost efficiency and beyond • Restarting operations of Tallinn-Stockholm and Helsinki-Stockholm routes after states' decisions regarding lifting of the travel restrictions
- Increased operational efficiency • Increased environmental efficiency • No shipping operations to and from Riga and Riga hotel operation planned for 2021
- Completion of renovation and reopening of Tallink City Hotel
TALLINK GRUPP
• Opening of third Burger King restaurant in Latvia
MEGASTAR AND MYSTAR WILL COMPLY WITH THE CURRENT AND KNOWN FUTURE EMISSION REGULATIONS FOR THE EMISSION CONTROL AREAS, INCLUDING THE BALTIC SEA
10
STRICTLY PRIVATE AND CONFIDENTIAL
PROCEEDING WITH THE NEW LNG SHUTTLE FERRY MYSTAR FURTHER DEVELOPMENT OF THE TALLINN–HELSINKI SHUTTLE SERVICE
NEW FERRY FROM RAUMA MARINE CONSTRUCTION
- The vessel cost is EUR 247 million 30% prepayments (concluded), 70% at delivery
- Specifications similar to Megastar
- Expected delivery in Q1 2022
- Physical construction commenced in April 2020
- During one year, the construction has reached the stage whereby the length of the underwater part of the ship's hull is completely assembled
LOAN AGREEMENT SIGNED IN JULY 2019
- EUR 198 million loan from KfW IPEX-Bank GmbH
- Drawn on the delivery
TALLINK
- Maturity of twelve years from the drawdown
- Mortgage on the vessel, Finnvera guarantee

STRICTLY PRIVATE AND CONFIDENTIAL
POSSIBLE USE FOR ASSETS
→ Actively seeking chartering opportunities
- Atlantic Vision on long-term charter until 2022 Nov to Canadian government with option for an extension
- Interest on market for chartering vessels, we are able to supply vessel in case of fit of vessel characteristics and terms
- Silja Europa short-term charter to UK in June 2021
The pandemic has provided an opportunity to "turn every stone" and restructure the cost base positioning us well for a post-Covid market recovery and providing a brilliant outlook of reaching better results in the future
TALLINK GRUPP
1. APPROVAL OF THE ANNUAL REPORT OF THE FINANCIAL YEAR 2020
To approve the annual report of the financial year 2020 of AS Tallink Grupp presented by the management board.
2. RESOLUTION OF COVERING THE LOSS
To approve the proposal presented by the management board of AS Tallink Grupp:
-
- To approve the net loss of the financial year of 2020 in the amount of 108,308,000 euros and to cover the net loss with the retained earnings from previous periods;
-
- No dividend distribution to the shareholders.
3. AMENDMENT OF THE ARTICLES OF ASSOCIATION
The management board has proposed to grant to the supervisory board of the company the right to increase the share capital to a greater extent than provided in the current version of the articles of association. Pursuant to the proposal the supervisory board shall be authorised within 3 years to increase the share capital by up to 35,000,000 euros, that gives the company more flexibility and grants the possibility to react more swiftly to the market changes and in case of need to adopt resolution on the increase of the share capital of the company in order to strengthen the financial position of the company. The exact extent of the share capital increase (within the limits provided in the articles of association) and the terms thereof shall be decided by the supervisory board as appropriate.
Taking into account the above the supervisory board proposes to amend the articles of association as follows:
To amend the second sentence of Article 2.4. of the Articles of Association and word it as follows:
"Supervisory board shall be authorised within 3 years as from 1 July 2021 to increase the share capital by up to 35,000,000 euros, increasing the share capital up to 349,844,558.80 euros."
4. EXTENSION OF AUTHORITY OF THE MEMBER OF THE SUPERVISORY BOARD AND PAYMENT OF REMUNERATION
Due to the expiry of the term of authority of the member of the supervisory board Kalev Järvelill on 12.06.2021, extend the authorities of Kalev Järvelill as the supervisory board member for the next 3-year term of office retroactively from 13.06.2021.
To continue the remuneration of the members of the supervisory board pursuant to the resolution no 5 of 07.06.2012 of the Annual General Meeting of shareholders of AS Tallink Grupp.
5. APPOINTMENT OF AN AUDITOR FOR THE FINANCIAL YEAR 2021 AND THE DETERMINATION OF THE PROCEDURE OF REMUNERATION OF THE AUDITOR
To appoint the audit firm KPMG Baltics OÜ to conduct the audit of the financial year 2021 and to remunerate the auditor in accordance with the contract to be concluded with the auditor.
THANK YOU

AS Tallink Grupp Sadama 5, 10111, Tallinn, Estonia [email protected]
