Tallink Grupp

Major Shareholding Notification • Jul 6, 2017

Agreement among certain shareholders

Agreement among certain shareholders

Tallinn, 2017-07-06 16:10 CEST (GLOBE NEWSWIRE) --

Agreement among certain shareholders

Shareholders of AS Tallink Grupp (?Tallink?) Baltic Cruises Holding, L.P.

(?BCH?) and Baltic Cruises Investment L.P. (?BCI?),holding each more than 5% of

the shares in AS Tallink Grupp (?Tallink Shares?) have informed Tallink in

accordance with Section 7.8 of Nasdaq Tallinn rules about an agreement they

concluded with another shareholder (Citigroup Venture Capital International

Growth Partnership (Employee) II, L.P., ?CVCI?) that restricts the free

transferability of Tallink Shares documented by the Co-Investment Agreement

among BCI, BCH and CVCI dated June 29, 2017 (the ?Agreement?).

Material conditions of the Agreement are the following:

1) CVCI grants to each of BCH and BCI a right of first refusal to purchase

any or all of CVCI's Tallink Shares that it may propose to sell or otherwise

transfer (?Transfer?) to a party other than BCH or BCI, at the same price and

on the same terms and conditions as those offered to the prospective

transferee. However, such right of first refusal shall not apply to any

Transfer of Tallink Shares by CVCI to any of its affiliates, provided, however,

that no such Transfer shall be permitted unless such affiliate shall be bound

by the same terms as those applicable to CVCI under the Agreement;

2) BCH shall not sell or otherwise dispose of any Tallink Shares unless the

CVCI is provided with an offer to sell a proportionate number of Tallink Shares

it holds at such time, in the same transaction, at the same time, on the same

economic terms (including price) and otherwise on substantially similar terms

as BCH;

3) In the event of any proposed sale or other disposition of Tallink Shares

by either BCH or BCI, the CVCI shall sell a proportionate number of Tallink

Shares it holds at such time, (e.g., if either BCH or BCI sells or otherwise

disposes of 20% of its Tallink Shares, CVCI shall sell or otherwise dispose of

20% of Tallink Shares it holds at such time in the same transaction at the same

time, on the same economic terms (including price) and otherwise on

substantially similar terms);

4) CVCI shall not sell or otherwise dispose of any Tallink Shares unless

each of BCH and BCI are provided with an offer to sell a proportionate number

of Tallink Shares held by BCH and BCI, respectively, at the same time, on the

same economic terms (including price) and otherwise on substantially similar

terms as the CVCI. However, this clause shall not apply to any proposed sale or

other disposition of Tallink Shares by the CVCI to an affiliate of the CVCI

pursuant to Clause 1) above;

The Agreement terminates with (a) respect to BCI, when BCI no longer holds any

Tallink Shares, (b) with respect to BCH, when BCH no longer holds (directly or

indirectly) any Tallink Shares or (c) with respect to CVCI, when CVCI no longer

holds any Tallink Shares.

Veiko Haavapuu

Finance Director

AS Tallink Grupp

Sadama 5/7

10111 Tallinn, Estonia

Tel. +372 640 9914

E-mail veiko.haavapuu@tallink.ee