Tallink Grupp

AGM Information • May 23, 2016

AS Tallink Grupp Notice calling Annual General Meeting

AS Tallink Grupp Notice calling Annual General Meeting

Tallinn, 2016-05-23 06:00 CEST (GLOBE NEWSWIRE) --

AS Tallink Grupp Notice calling Annual General Meeting

Dear Shareholder of AS Tallink Grupp

The Management Board of AS Tallink Grupp, registration code 10238429, location

and the address at Sadama 5/7, 10111 Tallinn, is calling the Annual General

Meeting of Shareholders on 14th June 2016 at 11:00 AM in the conference centre

of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.

Registration of participants at the Annual General Meeting begins at 10:00 AM.

Agenda of the Annual General Meeting and the proposals of the Supervisory Board

and the Management Board regarding the points of agenda:

1. Approval of the Annual Report of the financial year 2015

To approve the Annual Report of the financial year 2015 of AS Tallink Grupp

presented by the Management Board.

2. Proposal on distribution of profits

To approve the following profit allocation proposal of AS Tallink Grupp

prepared by the Management Board:

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 28th

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.

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.

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 28th June

2016, 11:59 PM.

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.

6. Appointment of an auditor for the financial year 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.

The list of shareholders entitled to participate at the Annual General Meeting

shall be determined 7 days before the date of the Annual General Meeting, as at

7th June 2016, 11:59 PM.

The materials of the Annual General Meeting, including the drafts of the

resolutions, annual report of the financial year 2015 of AS Tallink Grupp, the

auditors? report, the profit distribution proposal may be examined on the

home-page of AS Tallink Grupp by the address www.tallink.com, on the home-page

of Tallinn Stock Exchange by the address http://market.ee.omxgroup.com/ and in

the office of AS Tallink Grupp at the address Sadama 5/7, Tallinn, 1st Floor,

on business days from 09:00 AM to 4:00 PM from the calling of the general

meeting until the general meeting takes place.

Questions concerning the items on the agenda may be sent on the e-mail address

info@tallink.ee.

A shareholder has the right to receive information on the activities of the AS

Tallink Grupp from the Management Board at the General Meeting of AS Tallink

Grupp. 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 after 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 one-twentieth of the share

capital may demand an inclusion of additional issues on the agenda of the

General Meeting if such demand is presented at least 15 days prior to the date

of the General Meeting. The above mentioned documents shall be sent to the

public limited company in writing on the address: AS Tallink Grupp, Sadama 5/7,

10111, Tallinn.

The shareholders whose shares represent at least one-twentieth 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 after 3 days before holding

the General Meeting.

For the registration procedure of the Annual General Meeting we ask the

following:

Shareholder in person to present the identity document (Passport or ID Card);

the representative of the shareholder in person, the identity document

(Passport or ID Card) and the duly signed written Power of Attorney.

The legal representative of a shareholder (legal person) to present an extract

(or other similar document) from the relevant commercial (companies?) registry

of the country where the legal person is located (Estonian legal persons to

provide the extract from the commercial registry card, issued not more than 15

days prior to the date of the General Meeting) and the identity document of the

representative.

The authorized representative of a shareholder (legal person) shall present, in

addition to the documents listed hereinabove, the written Power of Attorney

duly issued by the legal representative of the shareholder. The documents of a

shareholder located abroad shall be legalized or certified with apostille

unless an international agreement stipulates otherwise. AS Tallink Grupp is

entitled to register the above mentioned shareholder as a participant also in

case all the requisite data of the legal person and its representative are

contained in a Power of Attorney issued to the representative and certified by

a notary public abroad and the Power of Attorney is acceptable in Estonia.

A shareholder may notify AS Tallink Grupp of the nomination of a representative

and of the withdrawal of the authorization prior to the date of the General

Meeting on the e-mail address: info@tallink.ee or by bringing the above

mentioned documents to the office of AS Tallink Grupp at Sadama 5/7, Tallinn,

1th Floor on business days from 9:00 AM to 4:00 PM latest by 12th of June 2016

at 4:00 PM and the forms of the documents provided for on the web-page of AS

Tallink Grupp at www.tallink.com shall be used. The information about the

nomination of a representative and of the withdrawal of the authorization can

be found on the web-page of AS Tallink Grupp at www.tallink.com.

Sincerely Yours

Management Board of AS Tallink Grupp

Veiko Haavapuu

Finance Director

AS Tallink Grupp

Sadama 5/7. 10111 Tallinn

Tel. +372 640 9914

E-mail veiko.haavapuu@tallink.ee