NOTICE CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear shareholder of AS Tallink Grupp,
The management board of AS Tallink Grupp, registration code 10238429, location and address at Sadama 5, 10111 Tallinn, is calling the annual general meeting of shareholders on 30 July 2020 at 11:00 AM (Estonian time) at the conference centre of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.
Registration of the shareholders begins at 10:00 AM at the venue of the general meeting.
The supervisory board of AS Tallink Grupp determined the following agenda of the annual general meeting and presents the following proposals to the shareholders:
1. Approval of the annual report of the financial year 2019
To approve the annual report of the financial year 2019 of AS Tallink Grupp presented by the management board.
2. Deciding on the distribution of profit
To approve the following profit distribution proposal presented by the management board of AS Tallink Grupp:
1) To approve the net profit of the financial year of 2019 in the sum of 49,718,000 euros;
2) To allocate 2,486,000 euros from the net profit to the legal reserve;
3) No dividends shall be paid to the shareholders;
4) To transfer 47,232,000 euros to the retained earnings of previous periods.
3. Authorizing the acquisition of own shares
To grant to AS Tallink Grupp the right to acquire the shares of AS Tallink Grupp on the following conditions:
1) AS Tallink Grupp is entitled to acquire its own shares within five years as from the adoption of this resolution of the general meeting;
2) The sum of the book values of the own shares held by AS Tallink Grupp shall not exceed 1/10 of the share capital;
3) The price payable for one share shall be the equal to the highest price paid at the Tallinn Stock Exchange for the share of AS Tallink Grupp on the day when the share is acquired; and
4) Own shares shall be paid for from the assets exceeding the share capital, the legal reserve and the premium.
4. Extension of authority of the member of the supervisory board and payment of remuneration
Due to the expiry of the term of authority of the member of the supervisory board Enn Pant on 13.06.2020, to extend the authority of Enn Pant as the supervisory board member for the next 3-year term of office retroactively from 14.06.2020.
To continue to remunerate the work of the supervisory board members in accordance with resolution no 5 of the 07.06.2012 annual general meeting of shareholders of AS Tallink Grupp.
5. Appointment of an auditor for the financial year 2020 and the determination of the procedure of remuneration of the auditor
To appoint the audit firm KPMG Baltics OÜ to conduct the audit of the financial year 2020 and to remunerate the auditor in accordance with the contract to be concluded with the auditor.
The list of shareholders entitled to participate in the annual general meeting shall be determined seven calendar days before holding the general meeting, i.e. as at the end of the business day of the settlement system of the registrar of the Estonian register of securities (Nasdaq CSD SE) and Euroclear Finland Oy on 23 July 2020 (record date).
The documents related to the annual general meeting of AS Tallink Grupp, the documents to be presented to the general meeting and the other important data related to the general meeting, inter alia, the drafts of the resolutions, annual report of the financial year 2019 of AS Tallink Grupp, the supervisory board’s report, the sworn auditor’s report, the profit distribution proposal and the substantiations presented by the shareholders regarding items on the agenda (if any are received) and the data concerning the candidate for the supervisory board member and the candidate for the auditor, may be examined on the website of AS Tallink Grupp at the address www.tallink.com/annual-general-meeting/2020, on the website of the Tallinn Stock Exchange at the address www.nasdaqbaltic.com and in the office of AS Tallink Grupp at the address Sadama 5, Tallinn, 1st floor, on business days from 09:00 AM to 4:00 PM as of the notification of the general meeting until the date of holding the general meeting. The information stipulated in § 2941 of the Commercial Code is available to the shareholders on the website of AS Tallink Grupp at the address www.tallink.com/annual-general-meeting/2020 until the date of holding the general meeting (included).
A shareholder may ask questions concerning the matters on the agenda by sending the respective questions to the email address firstname.lastname@example.org.
A shareholder has the right to receive information from the management board on the activities of AS Tallink Grupp at the general meeting of AS Tallink Grupp. The management board may refuse to give information if there is a basis to presume that this may cause significant damage to the interests of the public limited company. 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 as from the holding of 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 1/20 of the share capital may demand inclusion of additional issues on the agenda of the annual general meeting if such demand is presented no later than 15 days before the general meeting is held. The shareholders whose shares represent at least 1/20 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 later than 3 days before the general meeting is held. The aforementioned documents shall be submitted to AS Tallink Grupp in writing to the address AS Tallink Grupp, Sadama 5, 10111 Tallinn or be sent in electronic form (signed with a qualified e-signature in the meaning of eIDAS Regulation – e.g. a digital signature) to the email address email@example.com.
AS Tallink Grupp does not enable electronic participation in or electronic voting at the general meeting (§ 331 of the General Part of the Civil Code Act and § 2901 of the Commercial Code) nor voting before the meeting (§ 2982 of the Commercial Code).
Instructions for the participants in the annual general meeting:
We kindly ask the shareholders, who are as at the record date registered in the share register maintained by Nasdaq CSD SE and who wish to participate in the annual general meeting, to present the following documents for registration:
The documents of a shareholder who is a legal person registered in a foreign country, which have been issued by a foreign official, must be legalized or apostilled.
A translation into Estonian prepared by a sworn translator should be attached to the documents that are in a foreign language.
Documents in electronic form (signed with a qualified e-signature in the meaning of eIDAS Regulation – e.g. a digital signature) should be sent by email to the address firstname.lastname@example.org no later than 29 July 2020, 4:00 PM (Estonian time).
AS Tallink Grupp may register an aforementioned shareholder as a participant in the general meeting also in case all the required data concerning the legal person and its representative are contained in a notarized power of attorney issued to the representative in a foreign country and the power of attorney is acceptable in Estonia.
In order to participate in the annual general meeting, the FDR holders are kindly asked, for organizational purposes, to inform AS Tallink Grupp in writing or in a form which can be reproduced in writing of his/her/its intention to participate in the annual general meeting and to provide the copies of the documents requested below (the originals should be presented at the meeting) no later than 29 July 2020, 4:00 PM (Estonian time) by mail to the address Sadama 5, Tallinn 10111, Estonia or by email to the address email@example.com.
Nordea Bank Abp as the FDRs agent shall issue a power of attorney authorizing each FDR holder to vote at the annual general meeting with the number of votes corresponding to the number of FDRs held by the FDR holder as at the record date. The power of attorney issued by Nordea Bank Abp is issued with the right to delegate the authorization.
We kindly ask the FDR holders, who are registered as at the record date in the share register maintained by Euroclear Finland Oy and who would like to participate in the annual general meeting, to present for the registration the documents indicated above in section 1 of the instructions.
FDR holders, who hold their FDRs on a nominee account, should present, in addition to the aforementioned documents, a power of attorney issued by his/her/its Finnish account operator. The form of the respective power of attorney is available from the website of AS Tallink Grupp at the address www.tallink.com/annual-general-meeting/2020.
The annual general meeting will be held in the Estonian language with simultaneous translation into the English language.
A shareholder may, before the general meeting is held, notify AS Tallink Grupp of the appointment of a representative and of the withdrawal of the authorization by the principal by email to the address firstname.lastname@example.org or by delivering the aforementioned documents to the office of AS Tallink Grupp at Sadama 5, Tallinn, 1st floor on business days from 9:00 AM to 4:00 PM no later than 29 July 2020 at 4:00 PM (Estonian time), by using the forms provided on the website of AS Tallink Grupp at the address www.tallink.com/annual-general-meeting/2020. Information about the procedure for the appointment of a representative and for the withdrawal of the authorization can be found on the website of AS Tallink Grupp at the address www.tallink.com/annual-general-meeting/2020.
Chairman of the management board
Advisor to the Management Board
Head of Investor Relations
AS Tallink Grupp
10111 Tallinn, Estonia