Resolutions of the Annual General Meeting of 26 January 2009


There were shareholders having 395 688 380 votes representing at the Annual
General Meeting,  58,72% of total of the votes represented by shares of AS
Tallink Grupp. 

Resolutions adopted at the meeting:

 1. Approval of the Annual Report of 01.09.2007 - 31.08.2008 of AS Tallink
Grupp. 
Based on § 298 section 1 subsection 7, of the Commercial Code the General
Meeting  resolved: 
To approve the Annual Report of 01.09.2007 - 31.08.2008 of AS Tallink Grupp
presented by the Management Board. 

Tabulation of votes:
In favor: 395 562 209 votes (99,97% of the represented votes)
Against: 0 votes 
Impartial: 90 300 votes (0,02% of the represented votes)
Did not vote: 35 871 votes

2. Distribution of profits.
Based on § 298 section 1 subsection 7 and § 335 of the Commercial Code, the
General Meeting resolved: 

1) The net profit for the financial year 01.09.2007- 31.08.2008 of EEK 317 976
000  be allocated as follows: 
- A transfer of EEK 15 898 800 into the mandatory legal reserve,
- A transfer of EEK 302 077 200  into retained earnings.
2) No dividend distributions to the shareholders.

Tabulation of votes:
In favor: 395 556 077 votes (99,97% of the represented votes)
Against: 4 824 votes (0,00% of the represented votes)
Impartial: 126 196 votes (0,03% of the represented votes)
Did not vote: 1 283 votes

3. Nomination of an auditor and determination of the procedure of remuneration
of an auditor. 
 Based on § 298 section 1 subsection 5 and § 328 of the Commercial Code, the
General Meeting resolved: 

1) To nominate the company of auditors KPMG Baltics AS to conduct the audit of
the financial year 01.09.2008 - 31.08.2009. 
2) 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. 

Tabulation of votes:
In favor: 395 593 773 votes (99,98% of the represented votes)
Against: 0 votes 
Impartial: 93 324 votes (0,02% of the represented votes)
Did not vote: 1 283 votes

4. Amending the Articles of Association. 
Based on § 298 section 1 subsection 1, § 341 section 3 and § 349 of the
Commercial Code, the General Meeting resolved: 

1) To alter the second sentence of clause 2.4. of Articles of Association of AS
Tallink Grupp and reword it as follows: 
“Supervisory Board shall be authorized within two years as from 1 March 2009,
to increase the share capital by 400 000 000 (four hundred million) kroons,
increasing the share capital up to 7 138 170 400 (seven billion one hundred
thirty eight million one hundred seventy thousand four hundred) kroons.”. 
 
Tabulation of votes:
In favor: 395 562 769 votes (99,97% of the represented votes)
Against: 17 628 votes (0,00% of the represented votes)
Impartial: 90 300 votes (0,02% of the represented votes)
Did not vote: 17 683 votes

5. Re-election of the members of the Supervisory Board.
Based on § 298 section 1 subsection 4, § 319 section 1 and § 326 section 1 of
the Commercial Code, the General Meeting resolved: 

1) To remove a member of the Supervisory Board of AS Tallink Grupp Mr Sunil
Kumar Nair. 
2) To elect a new member of the Supervisory Board of AS Tallink Grupp Mr Ashwin
Roy. 

Tabulation of votes:
In favor: 395 595 997 votes (99,98% of the represented votes)
Against: 0 votes 
Impartial: 90 300 votes (0,02% of the represented votes)
Did not vote: 2 083 votes
  
6. Authorizing the acquisition of own shares.  
Based on § 283 section 2 of the Commercial Code, the General Meeting resolved:

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 five years as from the
adoption of this resolution. 
2) The total nominal values of the shares owned by the company 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 aquired. 
4) Own shares shall be paid for from the assets exceeding the share capital,
mandatory legal reserve and issue premium. 

Tabulation of votes:
In favor: 394 406 057 votes ( 99,68% of the represented votes)
Against: 1 616 votes (0,00% of the represented votes)
Impartial: 2 624 votes (0,00% of the represented votes)
Did not vote: 1 278 083 votes


Additional information:
Janek Stalmeister
Financial Director
AS Tallink Grupp
Tel. +372 6409 800
e-mail: janek.stalmeister@tallink.ee