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.
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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
(http://www.tallink.com/annual-general-meeting/2020), on the website of the
Tallinn Stock Exchange at the address www.nasdaqbaltic.com
(http://www.nasdaqbaltic.com) and in the office of AS Tallink Grupp at the
address Sadama 5, Tallinn, 1(st) 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 § 294(1) 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
(http://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 investor@tallink.ee.
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 investor@tallink.ee.
AS Tallink Grupp does not enable electronic participation in or electronic
voting at the general meeting (§ 33(1) of the General Part of the Civil Code Act
and § 290(1 )of the Commercial Code) nor voting before the meeting (§ 298(2 )of
the Commercial Code).
Instructions for the participants in the annual general meeting:
1. Shareholders who are registered in the share register maintained by Nasdaq
CSD SE
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:
* Shareholder who is a natural person should present an identity document
(passport or ID card).
* Representative of a shareholder who is a natural person should present an
identity document (passport or ID card) and a duly signed written power of
attorney or a power of attorney in electronic form (signed with a qualified
e-signature in the meaning of eIDAS Regulation - e.g. a digital signature).
* Legal representative of a shareholder who is a legal person should present
an extract (or other similar document) from the respective business register
in which the legal person is registered, which shows the person's right to
represent the shareholder (legal persons registered in Estonia should
present an extract of the commercial register registry card which has been
made no later than 15 days before the general meeting is held; legal persons
registered in a foreign country should present a certified extract (or other
similar document) which is not older than 6 months), and an identity
document of the representative (passport of ID card).
* Authorized representative of a legal person whose right of representation
does not show from the respective business register extract (or other
similar document) should, in addition to the aforementioned documents,
present a power of attorney in written or electronic form (signed with a
qualified e-signature in the meaning of eIDAS Regulation - e.g. a digital
signature) duly issued by the legal representative of the shareholder.
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 investor@tallink.ee 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.
1. Shareholders registered in the share register maintained by Euroclear
Finland Oy (holders of Finnish share depositary receipts (FDRs) -
hereinafter the FDR holders)
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 investor@tallink.ee.
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 (https://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 investor@tallink.ee or by
delivering the aforementioned documents to the office of AS Tallink Grupp at
Sadama 5, Tallinn, 1(st) 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 (https://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
(https://www.tallink.com/annual-general-meeting/2020).
Yours faithfully,
Paavo Nõgene
Chairman of the management board
Joonas Joost
Advisor to the Management Board
Head of Investor Relations
AS Tallink Grupp
Sadama 5
10111 Tallinn, Estonia
E-mail joonas.joost@tallink.ee
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