AGM Information • May 18, 2018
AGM Information
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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 12th June 2018 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 2017
To approve the annual report of the financial year 2017 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 2017 in the sum of
46 496 000 euros;
2) To allocate 2 325 000 euros from the net profit to the mandatory legal
reserve;
3) To pay dividends to the shareholders 0.03 euros per share, in the total
amount of 20 096 000 euros;
4) 24 075 000 euros to be transferred to the retained earnings.
The list of the shareholders entitled to dividends shall be fixed on
26.06.2018, at the end of the working day of the settlement system. Dividends
shall be paid to the shareholders by transfer to the bank account of the
shareholders on 5.07.2018.
3. Extension of authority of the member of the supervisory board
To extend authority of the supervisory board member Kalev Järvelill for the next
statutory 3-years' term of authority.
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.
4. Election of an auditor for the financial year 2018 and the determination of
the procedure of remuneration of an auditor
4.1. To elect the company of auditors KPMG Baltics OÜ to conduct the audit of
the financial year 2018.
4.2. The auditors shall be remunerated according to the audit contract to be
concluded.
The list of the shareholders entitled to participate at the annual general
meeting shall be determined 7 days before the date of the Annual General
Meeting, on 05.06.2018, at the end of the working day of the settlement system.
The materials of the annual general meeting, including the drafts of the
resolutions, annual report of the financial year 2017 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
(http://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, 1(st) 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
[email protected] (mailto:[email protected]).
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: [email protected] (mailto:[email protected]) or by
bringing the above mentioned documents to the office of AS Tallink Grupp at
Sadama 5/7, Tallinn, 1(th) Floor on business days from 9:00 AM to 4:00 PM latest
by 11(th) of June 2018 at 4:00 PM and the forms of the documents provided for on
the web-page of AS Tallink Grupp at www.tallink.com (http://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 (http://www.tallink.com/).
Sincerely Yours,
Management Board of AS Tallink Grupp
Veiko Haavapuu
Financial Director
AS Tallink Grupp
Sadama 5/7, 10111 Tallinn
Tel +372 640 9914
E-mail [email protected]
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