Market announcement

Title

Resolutions of the Annual General Meeting of AS Tallinna Sadam

Message

The  annual general meeting  of AS Tallinna  Sadam (hereinafter: Tallinna Sadam)
was  held on 25 April 2024 at  14.00 in the cruise terminal  at Old City Harbour
(Logi street 4/2, Tallinn).

The  notice on calling the annual general meeting was published on 4 April 2024
in   the   stock   exchange   information  system,  on  Tallinna  Sadam  website
https://www.ts.ee/en/investor/agm/  and in the  daily newspaper "Postimees". The
list  of shareholders entitled to participate  at the annual general meeting was
fixed  as of  18 April 2024 at  the end  of the  business day  of the Nasdaq CSD
settlement system.

A  total of  67 shareholders participated  and were  represented at the meeting,
with  their corresponding shares representing a total of 183 308 771 votes. This
means  69,70% of the votes determined by shares were represented at the meeting.
Shareholders  who  voted  before  the  general  meeting  are  considered  to  be
participating  in the general  meeting, and the  votes represented by the shares
owned by the shareholder are included in the quorum of the general meeting.

The annual general meeting of the shareholders of AS Tallinna Sadam resolved:

1. Approval of the Annual Report 2023

With 183,283,678 i.e. 99.99% votes in favour, to approve the Annual Report 2023
of AS Tallinna Sadam, as presented to the general meeting.

2. Profit allocation
With   183,300,926, i.e.   99.996% votes   in  favour,  to  approve  the  profit
distribution proposal of 2023 of AS Tallinna Sadam as follows:
2.1.   To  approve the net profit of the financial year of 2023 in the amount of
15,882,328 euros   and   the   retained   earnings  (including  2023 profit)  of
47,323,521 euros.
2.2.   Transfer to statutory capital reserve 446,084 euros.
2.3.   To  pay dividends to the shareholders 0.073 euros per share, in the total
amount of 19,199,000 euros.

The list of shareholders entitled to receive dividends will be established as at
10.05.2024 at   the   end   of  the  business  day  of  the  settlement  system.
Consequently, the day of change of the rights related to the shares (ex-dividend
date)  is set to 09.05.2024. From that day  the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2023. Dividends
shall be disbursed to the shareholders on 17.05.2024.

 3. Election of members of the Nomination Committee of AS Tallinna Sadam
With  183,285,496, i.e. 99.99% votes in favour, to extend the powers of European
Bank  for  Reconstruction  and  Development  (EBRD)  and  AS SEB Varahaldus, the
representatives  of  minority  shareholders  of  the  Nomination Committee of AS
Tallinna Sadam, for the next five years.

The  Nomination  Committee  has  five  members, including two representatives of
minority  shareholders  and  three  representatives  of  the Republic of Estonia
(majority shareholder).
The  representatives of the Republic of  Estonia in the Nomination Committee are
based on positions and are:

 a. Chairman of the Appointments Committee for the appointment of members of
    supervisory boards of State-owned companies, Annika Uudelepp;
 b. Secretary-General of Ministry of Finance, Merike Saks;
 c. Secretary-General of the Ministry of Climate, Keit Kasemets.

The  European Bank  for Reconstruction  and Development  is represented by Tomas
Kairys.
AS SEB Varahaldus is represented by Gert Vilms.

4. Determination of remuneration for the members of the Nomination Committee
With  183,285,968, i.e. 99.99% votes in favour,  to determine a remuneration for
the  members of the Nomination Committee  of AS Tallinna Sadam for participating
on the meetings of the Nomination Committee as follows:

4.1.1.to the member of the Nomination Committee, 200 euros per meeting
4.1.2.to the chairman of the Nomination Committee, 300 euros per meeting;
4.1.3. the  remuneration  is  paid  by  the  10th of  the  month  following  the
meeting(s);
4.1.4.according to  section  80(1) subsection  6 of  the  State  Assets Act, the
members  of  the  Nomination  Committee  arising  from  their  position, are not
remunerated for participating in the meetings of the Nomination Committee.

5. Approval of the shareholders' expectations of AS Tallinna Sadam
 With  183,296,071, i.e. 99.99% votes  in favour,  to approve  the shareholders'
expectations of AS Tallinna Sadam as presented to the general meeting.

Pursuant  to  section  88 subsection  7(1) of  the  State  Assets Act and clause
4.2.5.4 of  AS Tallinna  Sadam Articles  of Association,  the general meeting is
competent to establish the owners' expectations of AS Tallinna Sadam.

The  materials of the general  meeting are available at  Tallinna Sadam web page
https://www.ts.ee/en/investor/agm/  to  which  we  will  add  the minutes of the
general  meeting no  later than  May 2 and  the video  recording in Estonian and
English by May 8.

Tallinna  Sadam is one of the largest cargo- and passenger port complexes in the
Baltic Sea region. In addition to passenger and freight services, Tallinna Sadam
group  also operates in  shipping business via  its subsidiaries -  OÜ TS Laevad
provides  ferry services between the Estonian  mainland and the largest islands,
and  OÜ TS Shipping charters its  multifunctional vessel Botnica for icebreaking
and  offshore services in  Estonia and projects  abroad. Tallinna Sadam group is
also  a  shareholder  of  an  associate  AS  Green  Marine, which provides waste
management services.

Additional information:

Andrus Ait
Chief Financial Officer
Tel. +372 526 0735
[email protected] (mailto:[email protected])