Tallink Grupp

AGM Information • Jun 14, 2016

AS Tallink Grupp resolutions of the Annual General Meeting of 14th of June 2016

AS Tallink Grupp resolutions of the Annual General Meeting of 14th of June 2016

Tallinn, 2016-06-14 12:38 CEST (GLOBE NEWSWIRE) --

AS Tallink Grupp resolutions of the Annual General Meeting of 14th of June 2016

91 shareholders were registered as attending at the Annual General Meeting, who

owned 526 978 130 shares (526 978 130 votes), forming 78,67 % of AS Tallink

Grupp share capital from which the own shares of AS Tallink Grupp have been

deducted.

Resolutions adopted at the meeting:

1. Approval of the Annual Report of AS Tallink Grupp

To approve the Annual Report of 2015 of AS Tallink Grupp presented by the

Management Board.

Tabulation of votes:

In favor: 526 215 442 votes (99,86 % of the represented votes)

Against: 27 176 vote (0,01 % of the represented votes)

Impartial: 729 317 votes (0,14 % of the represented votes)

Did not vote: 6 195 votes (0,01 % of the represented votes)

2. Distribution of profits.

1) To approve the net profit of the financial year of 2015 in the sum of

59,070,000 euros;

2) To allocate 2,954,000 euros from the net profit to the mandatory legal

reserve;

3) To pay dividends to the shareholders 0,02 euros per share, in the total

amount of 13,398,000 euros;

4) 42,718,000 euros to be transferred to the retained earnings.

The list of the shareholders entitled to dividends shall be fixed as at 30th

June 2016, 11:59 PM. Dividends shall be paid to the shareholders by transfer to

the bank account of the shareholders on 5th July 2016.

Tabulation of votes:

In favor: 526 960 696 votes (100,00 % of the represented votes)

Against: 0 votes (0,00 % of the represented votes)

Impartial: 8 682 votes (0,00 % of the represented votes)

Did not vote: 8 752 votes (0,00 % of the represented votes)

3. Introduction of share without nominal value and amendment of Articles of

Association

3.1. To introduce shares without nominal value.

3.2 In connection with the introduction of share without nominal value, to

amend the Articles of Association of AS Tallink Grupp as follows:

3.2.1 To amend Article 2.2 of the Articles of Association and word it as

follows:

"The minimum number of the shares of the company without nominal value is

600,000,000 and the maximum number is 2,400,000,000 registered shares of one

class. Each share shall grant 1 (one) vote to the shareholder at the General

Meeting. The company shall have electronic share register and those entered in

the share register shall be deemed the shareholders. Share certificate shall

not be issued."

3.2.2. To amend the first sentence of Article 8.1 of the Articles of

Association and word it as follows:

?A shareholder shall be paid a part of the profit (dividend) according to the

book value of the shareholder?s shares.?

3.3 With the introduction of share without nominal value, AS Tallink Grupp has

673,817,040 shares without nominal value and the share capital is 404,290,224

euros, and the book value of one share amounts to 0.60 euros.

Tabulation of votes:

In favor: 526 935 450 votes (99,99 % of the represented votes)

Against: 34 052 votes (0,01 % of the represented votes)

Impartial: 2 581 votes (0,00 % of the represented votes)

Did not vote: 6 047 votes (0,00 % of the represented votes)

4. Reduction of share capital

4.1 The reason for reducing the share capital is improving the capital

structure and favouring the return on equity. Company has no need to own share

capital within the registered amount and the requirements that legislation

imposes on share capital will also be fulfilled in the case of the reduced

share capital.

4.2 The share capital shall be reduced as follows:

4.2.1 the share capital shall be reduced on account of 3,935,000 own shares

held by the company, which total book value amounts to 2,361,000 euros,

cancelling the aforementioned shares. As a result of cancellation of own

shares, the company shall have 669,882,040 shares, which book value amounts to

401,929,224 euros.

4.2.2 the share capital shall be reduced by the reduction of the book value of

the shares, as a result of which the book value of one share shall be reduced

from 0.60 euros to 0.54 euros, whereas the total number of the shares shall

remain the same (i.e. 669,882,040 shares). Based on the foregoing, the share

capital of the public limited company shall decrease from 401,929,224 euros by

40,192,922.4 euros, and the new share capital shall be 361,736,301.6 euros.

4.2.3 in connection with the reduction of the share capital, the shareholders

will be made monetary payments in the amount of 0.06 euros per share within the

term provided by law, but not earlier than 3 (three) months after the entry of

the reduction of the share capital in the commercial register.

4.2.4 the list of shareholders entitled to receive the payments arising from

the reduction of the book values of the shares shall be fixed as at 30th June

2016, 11:59 PM.

Tabulation of votes:

In favor: 526 934 450 votes (99,99 % of the represented votes)

Against: 34 052 votes (0,01 % of the represented votes)

Impartial: 2 461 votes (0,00 % of the represented votes)

Did not vote: 7 167 votes (0,00 % of the represented votes)

5. Extension of authorities of the members of the supervisory board

Due to the expiry of the term of authority of the members of the supervisory

board to extend for the next authority period:

- authority of Mr Kalev Järvelill as the member of the supervisory board

retroactively as from 31.01.2016.

- authority of Mr Ain Hanschmidt, Mr Colin Douglas Clark, Mrs Eve Pant, Mr

Toivo Ninnas and Mr Lauri Kustaa Äimä as the supervisory board member as from

18.09.2016.

The work of the members of the supervisory board is remunerated pursuant to the

resolution No 5 of 7.06.2012 of the annual general meeting.

Tabulation of votes:

In favor: 525 232 384 votes (99,67 % of the represented votes)

Against: 1 699 780 votes (0,32 % of the represented votes)

Impartial: 39 920 votes (0,01 % of the represented votes)

Did not vote: 6 046 votes (0,00 % of the represented votes)

6. Nomination of an auditor 2016 and the determination of the procedure of

remuneration of an auditor

- To appoint the company of auditors KPMG Baltics OÜ to conduct the

audit of the financial year 2016.

- The auditors shall be remunerated according to the audit contract to

be concluded.

Tabulation of votes:

In favor: 523 011 794 votes (99,25 % of the represented votes)

Against: 2 565 941 votes (0,49 % of the represented votes)

Impartial: 1 400 394 votes (0,27 % of the represented votes)

Did not vote: 1 votes (0,00 % of the represented votes)

Veiko Haavapuu

Finance Director

AS Tallink Grupp

Sadama 5/7, 10111 Tallinn

Tel. +372 640 9914

E-mail veiko.haavapuu@tallink.ee