Dear Shareholder of AS Tallink Grupp!
The Management Board of AS Tallink Grupp (registration code 10238429, location
and address at Tartu mnt 13, 10145 Tallinn) is calling the Annual General
Meeting of Shareholders on 29th of January 2008 at 11.00 A.M. in the conference
center of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.
Registration of participants of the Annual General Meeting begins at 10.00 A.M.
Agenda of the Annual General Meeting:
Approval of the Annual Report of 01.09.2006 - 31.08.2007 of AS Tallink Grupp.
The Supervisory Board of AS Tallink Grupp proposes to approve the Annual Report
of 01.09.2006 - 31.08.2007 presented by the Management Board.
Distribution of profits.
(1) The Supervisory Board of AS Tallink Grupp proposes that the net profit for
the financial year 01.09.2006 - 31.08.2007 of EEK 1 049 287 000 be allocated as
follows:
- A transfer of EEK 52 464 350 into the mandatory legal reserve,
- A transfer of EEK 996 822 650 into retained earnings.
(2) No dividend distributions to the shareholders.
Awarding bonuses for the Members of the Supervisory Board.
The Supervisory Board of AS Tallink Grupp submits to the shareholders the
proposal of the Management Board of AS Tallink Grupp to award a bonus to the
members of the Supervisory Board.
Nomination of an auditor.
The Supervisory Board of AS Tallink Grupp proposes:
To nominate the company of auditors KPMG Baltics AS to conduct the audit of the
financial year 01.09.2007 - 31.08.2008.
Determination of the procedure of remuneration of an auditor.
The Supervisory Board of AS Tallink Grupp proposes:
The auditors shall be remunerated according to hourly tariff stipulated in the
audit contract to be concluded upon the approval of the draft thereof by the
Supervisory Board.
Determination of terms of share option program.
The Supervisory Board of AS Tallink Grupp proposes to grant the Supervisory
Board with the powers, in order to motivate the employees at leading positions
in AS Tallink Grupp and in the companies belonging into the same group for
companies, to issue share options with the following terms:
(1) The Supervisory Board of AS Tallink Grupp is entitled to issue up to
12 000 000 (twelve million) share options whereas in the first year up to
3 000 000 (three million) share options, in the second year up to 4 000 000
(four million) share options and in the third year up to 5 000 000 (five
million) share options. An entitled person may receive up to 260 000 (two
hundred sixty thousand) share options per year. Every share option grants the
entitled person with the right to acquire 1 (one) share of AS Tallink Grupp
(2) The entitled persons of a share option and the amount of shares being
transferred to them shall be determined by the Supervisory Board of AS Tallink
Grupp. The Supervisory Board of AS Tallink Grupp shall elect the entitled
persons for the share option from amongst the leading employees of AS Tallink
Grupp and the companies belonging to the same group whereas persons working
under the employment contract as well as the management shall be considered the
leading employees. The members of the Supervisory Board of AS Tallink Grupp may
not be determined as entitled persons of a share option. The Management Board of
AS Tallink Grupp may submit proposals to the Supervisory Board in regards to the
persons to be determined as entitled persons for a share option.
(3) The Supervisory Board of AS Tallink Grupp notifies each employee at leading
position appointed as an entitled person of its corresponding resolution in
writing. If the entitled person wishes to receive the option, then he/she shall
conclude a written Agreement on Share Option latest within one month as from the
date of the receipt of the notification of the Supervisory Board. If the
entitled person does not conclude the Agreement on Share Option within the
specified term, he loses the right to use the share options designated for him
according to the resolution of the Supervisory Board.
(4) An entitled person for share option, who has concluded the written Agreement
on Option with AS Tallink Grupp, may not exercise the share option issued on the
first year earlier than on 01.02.2009, the earliest date to exercise the share
option issued in the second year is 01.02.2010 and the earliest date to exercise
the share option issued in the third year is 01.02.2011. In order to exercise
the share option the entitled person shall submit the corresponding declaration
of intention to the Supervisory Board of AS Tallink Grupp according to the
conditions set forth in the Agreement on Option.
(5) An entitled person for a share option may not transfer the share option
issued to him/her.
(6) For the compliance with the conditions for the share option up to 12 000 000
(twelve million) shares of AS Tallink Grupp shall be issued or purchased. The
Supervisory Board shall decide whether the compliance with the conditions for
the share option shall be effected by issue of the new shares or by purchase of
own shares from the secondary market.
(7) No more than 780 000 shares may be distributed to an entitled person for a
share option pursuant to these conditions for share option.
(8) The conclusive deadline for the whole program of share option shall be 31
August 2011. The more detailed time schedule of the program of share option and
the terms and conditions for its fulfilment shall be specified by the
Supervisory Board.
(9) In case the contractual relationship with AS Tallink Grupp or with a company
belonging to the same group, of an entitled person for a share option terminates
before the entitled person becomes eligible to exercise the share option, he
looses the right to exercise the share option unless the Supervisory Board of AS
Tallink Grupp resolves otherwise. The Supervisory Board of AS Tallink Grupp
shall be authorized to set forth additional conditions for termination of
eligibility to exercise the option.
(10) The price for the exercise of the share option shall be determined by the
Supervisory Board taking into account the following:
a) In case new shares are issued for the compliance with the conditions of a
share option, then the price fixed for the option shall not be less than an
average weighted price at Tallinn Stock Exchange on a day preceding to the day
when the conditions for the share option were determined. In case no
transactions were made with the shares of AS Tallink Grupp at the day preceding
to the day when the conditions for the share option were determined then the
exercise price for the share option shall be the weighted average of the day
when the transactions were last made.
b) In case no new shares are issued for the compliance with the conditions of a
share option, then the fixed exercise price may not be lower than the average
weighted price of the purchased shares.
(11) In case new shares are issued for the compliance with the conditions of a
share option, then these new shares will have the right for the dividends on the
financial year when they are issued and when the dividend payments are resolved.
(12) To exclude the pre-emptive subscription right of shareholders to subscribe
new shares for the compliance with the conditions for the share option.
Amending the Articles of Association.
The Supervisory Board of AS Tallink Grupp proposes:
(1) To alter the first sentence of clause 4.1 of Articles of Association of AS
Tallink Grupp and reword it as follows:
“The Company is managed and represented by the Management Board consisting of
three to seven members.”
(2) To alter the clause 4.2 of Articles of Association of AS Tallink Grupp and
reword it as follows:
“The chairman of the Management Board of the company shall be appointed by the
Supervisory Board of the company. By the proposal of the chairman of the
Management Board the Supervisory Board shall have the right to appoint the
deputy chairman of the Management Board, who will perform the tasks of chairman
of the Management Board in his absence.”
(3) To supplement clause 4.5 of Articles of Association of AS Tallink Grupp with
subclause 8 as follows:
“Foundation and dissolution of subsidiary company.”.
Authorizing the acquisition of own shares.
The Supervisory Board of AS Tallink Grupp proposes to grant to the public
limited company the right to acquire the shares of AS Tallink Grupp subject to
the following conditions:
(1) The company is entitled to acquire own shares within one year from adoption
of this resolution.
(2) The total nominal values of the shares acquired by the company in a calendar
year shall not exceed 10 % of the share capital.
(3) The price payable for one share shall not be more than is the highest price
paid at Tallinn Stock Exchange for the share of AS Tallink Grupp at the day when
the share is acquired.
(4) Own shares shall be paid for from the assets exceeding the share capital,
mandatory legal reserve and issue premium.
Re-election and remuneration of the members of the Supervisory Board.
The Supervisory Board of AS Tallink Grupp approves the proposal of Management
Board and presents the proposal to the Shareholders` General Meeting:
(1) Due to the expiry of the term of membership of Supervisory Board to elect
for the next term of membership in the Supervisory Board Mr Ain Hanschmidt, Mr
Toivo Ninnas, Mrs Eve Pant and Mr Lauri Kustaa Äimä;
(2) To pay the remuneration for the members of the Supervisory Board pursuant to
the resolution no 9 of 17 January 2007 of the Annual General Meeting of
shareholders of AS Tallink Grupp.
Abolition of the resolution no 7 of the General Meeting of Shareholders of AS
Tallink Grupp from 17 January 2007.
The Supervisory Board of AS Tallink Grupp proposes to abolish resolution no 7 of
the General Meeting of Shareholders of AS Tallink Grupp from 17 January 2007
stipulating the conditions for the program of share option, which was not
completed.
The list of shareholders entitled to participate at the Annual General Meeting
shall be determined according to the share register of AS Tallink Grupp as of 18
January 2008, 08.00 A.M. (§ 297 sec 5 of the Commercial Code).
For the registration procedure of the Annual General Meeting we ask the
following:
Shareholder in person to present personal ID or passport and the representative
of the shareholder in addition to the abovementioned also a signed Power of
Attorney;
The legal representative of a shareholder (legal person) to present personal ID
or passport, also the valid copy of the registration card of the Commercial
Registry and the authorized representative in addition to the abovementioned
documents also to present the Power of Attorney issued by the member of the
management board of the shareholder.
The materials of the Annual General Meeting may be examined, including the new
wording of the Articles of Association and the annual report of financial year
2006/2007 of AS Tallink Grupp on the website of AS Tallink Grupp, address
www.tallink.com; on the website of Tallinn Stock Exchange, address
http://market.ee.omxgroup.com/ and in the office of AS Tallink Grupp at the
address Tartu mnt 13, Tallinn, 3rd Floor.
Sincerely Yours
Management Board of AS Tallink Grupp
Additional info:
Janek Stalmeister
Financial Director
AS Tallink Grupp
Tel. +372 6409 800
Fax. +372 6409 810
e-mail: janek.stalmeister@tallink.ee
