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Title

CORRECTION: Resolutions of the Annual General Meeting of 08 February 2011

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Tallinn, 2011-02-08 16:06 CET (GLOBE NEWSWIRE) --CORRECTION: There was an error in resolutions 1 and 7, in the date of the
financial year. There was an error in resolution 6, point 1 in the amount of
the share options. 

Follows the corrected release:



Resolutions of the Annual General Meeting of 08 February 2011



There were shareholders having 454 588 935 votes registered at the Annual
General Meeting, constituting 67.86 % of total of the votes represented by
shares of AS Tallink Grupp. 

Resolutions adopted at the meeting:



1. Approval of the Annual Report of 01.09.2009 - 31.08.2010 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 01.09.2009 - 31.08.2010 of AS Tallink Grupp
presented by the Management Board. 

Tabulation of votes:

In favor: 451 681 358 votes (99.36 % of the represented votes)

Against: 0 vote

Impartial: 2 906 273 votes (0.64 % of the represented votes)

Did not vote: 1304 votes



2. Distribution of profits.

Based on § 298 section 1 subsection 7 and § 335 of the Commercial Code, the
General Meeting resolves: 

1. The net profit for the financial year 01 September 2009 - 31 August 2010 of
EEK of 341,882,000 EEK be allocated as follows: 

- A transfer of 17,094,100 EEK to the mandatory legal reserve;

- A transfer of 324,787,900 EEK to retained earnings.

2. No dividend distribution to shareholders.



Tabulation of votes:

In favor: 454 286 335 votes (99.93% of the represented votes)

Against: 269 776 votes

Impartial: 31 520 votes (0.01 % of the represented votes)

Did not vote: 1304 votes



3. Conversion of the share capital to Euros and reduction of the share capital.

Based on § 298 section 1 subsection 10, § 525³ and § 525² section 3 of the
Commercial Code, the General Meeting resolves: 

1. In conjunction with the adoption of Euro in the Republic of Estonia to
convert the shares of the public limited company and the share capital thereof
into Euros. The nominal value of a share of the public limited company is 10
kroons which, according to the rounding rules set forth in § 525³ of the
Commercial Code, is 0,64 Euros upon the conversion thereof into Euros. The
registered share capital of the public limited company is 6 738 170 400 kroons
which, according to the rounding rules set forth in § 525³ of the Commercial
Code, is 430 647 578,39 Euros upon the conversion thereof into Euros. No legal
effects shall be ascribed to the rounded result of the conversion of the
nominal value of the shares. 

2. Deriving from the rule set forth in § 223 section 1 of the Commercial Code
that the lowest nominal value of a share shall be 10 cents and, from the rule
set forth in § 223 section 2 of the Commercial Code that if the nominal value
of a share is higher than 10 cents, then it shall be a decimal multiple of 10
cents, to reduce the share capital of the public limited company by 26 357
354,39 Euros by reducing the nominal value of the shares down to 404 290 224
Euros and the nominal value of the shares shall be reduced by 0,04 Euros down
to 0,60 Euros. 

3. The list of the shareholders who participate at the reduction of the share
capital is fixed on 22 February 2011 as at 23:59. 

Tabulation of votes:

In favor: 454 295 907 votes (99.94 % of the represented votes)

Against: 6700 votes

Impartial: 267 024 votes (0.06 % of the represented votes)

Did not vote: 19 304 votes



4. Changing the financial year.

Based on § 298 section 1 subsection 10 of the Commercial Code, the General
Meeting resolves: 

1. To change the financial year of AS Tallink Grupp and to establish that the
financial year of company lasts as from 01 September until 31 December. 

2. Due to changing of the financial year, the financial year of 01.09.2010
until 31.12.2011 shall last 16 months. 

Tabulation of votes:

In favor: 454 245 431 votes (99.92 % of the represented votes)

Against: 1700 votes

Impartial: 260 500 votes (0.06 % of the represented votes)

Did not vote: 81 304 votes



5. Amending the Articles of Association.

Based on § 298 section 1 subsection 1 and § 525² section 2 of the Commercial
Code, the General Meeting resolves: 

To amend the Articles of Association and to approve the version annexed hereto
(the text annexed). 

Tabulation of votes:

In favor: 454 274 795 votes (99.93 % of the represented votes)

Against: 1700 votes

Impartial: 293 136 votes (0.06 % of the represented votes)

Did not vote: 19 304 votes



6. Determination of terms and conditions of Share Option Program.

Based on § 298 section 2 and § 345 section 1 of the Commercial Code, the
General Meeting resolves: 

To authorize the Share Option Program of AS Tallink Grupp presented by the
Management Board upon the following terms and conditions: 

1. AS Tallink Grupp shall be entitled to issue in total 15 000 000 (fifteen
million) share options until 31.08.2013. Each share option shall grant an
entitled person the right to buy 1 (one) share of AS Tallink Grupp. 

2. The entitled persons for the share option are:

a) The members of the Supervisory Board of AS Tallink Grupp;

b) The leading employees of AS Tallink Grupp and of the companies belonging to
the same group, as elected by the Supervisory Board of AS Tallink Grupp,
whereas persons working under the employment contract as well as the management
(except the members of the Supervisory Board of AS Tallink Grupp) shall be
considered the leading employees. 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 from amongst the leading
employees. 

3. Not more than 780 000 (seven hundred eighty thousand) share options may be
issued to each member of the Supervisory Board considering his/her contribution
into the work of the Supervisory Board. The exact allotment between the members
of the Supervisory Board shall be decided by the Supervisory Board of AS
Tallink Grupp. 

4. The number of the share options to be issued to the leading employees of AS
Tallink Grupp shall be determined by the Supervisory Board of AS Tallink Grupp.
The Supervisory Board of AS Tallink Grupp shall inform each leading employee
included into the list of entitled persons about its corresponding decision in
writing. 

5. Not more than 780 000 (seven hundred eighty thousand) share options may be
issued to a leading person entitled to the share option. 

6. If the entitled person wishes to receive the share options designated to
him/her, then he/she shall conclude a written Agreement on Share Option with AS
Tallink Grupp latest within one month as from the date of the receipt of the
corresponding notification. If the entitled person does not conclude the
Agreement on Share Option within the specified term, he/she loses the right to
receive the share options designated to him/her. 

7. The members of the Supervisory Board of AS Tallink Grupp shall submit the
application to receive the share options to the Management Board of AS Tallink
Grupp for the conclusion of the Agreement on Share Option. 

8. The execution of the terms and conditions of the Share Option Program and
the procedure on implementation of the share option shall be determined in the
Agreement on Share Option concluded between AS Tallink Grupp and the entitled
person. 

9. An entitled person for the share option has right to execute his/her option
as from 36th calendar month after the issue of the option. In order to execute
the option the entitled person shall submit his/her application to AS Tallink
Grupp pursuant to the provisions of the Agreement on Share Option. 

10. An entitled person for the share option may not transfer the share option
designated to him/her. 

11. For the compliance with the terms and conditions of the share option up to
15 000 000 (fifteen million) shares of AS Tallink Grupp shall be issued or
purchased. The Supervisory Board shall decide whether the compliance with the
terms and conditions of the share option shall be effected by issue of the new
shares or by purchase of own shares from the secondary market. 

12. The conclusive deadline for the Share Option Program shall be 31 December
2016. The more detailed time schedule of the Share Option Program and the terms
and conditions for its implementation shall be specified by the Supervisory
Board. 

13. The exercise price of the share option is:

a) In case new shares are issued for the compliance with the terms and
conditions of the share option - an average weighted price of shares at Tallinn
Stock Exchange on a day preceding to the day when the terms and conditions of
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 terms and
conditions of the share option were determined then, the exercise price of the
share option shall be the weighted average price of shares on the day when the
transactions were last made. 

b) In case no new shares are issued for the compliance with the terms and
conditions of the share option, then the exercise price of the option is the
weighted average price of the purchased shares. 

14. In case new shares are issued for the compliance with the terms and
conditions of the share option, then these shall grant a shareholder the right
for dividends on the financial year when the shares are issued and when the
dividend payment is resolved. 

15. As regards the share option, to exclude the pre-emptive right of
shareholders to subscribe new shares issued for the compliance with the
conditions of the share option. 

Tabulation of votes:

In favor: 446 358 340 votes (98.19 % of the represented votes)

Against: 8 208 771 votes

Impartial: 2520 votes (0.00 % of the represented votes)

Did not vote: 19 304 votes



7. 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 resolves: 

1) To nominate the company of auditors KPMG Baltics AS to conduct the audit of
the financial year 01.09.2010 - 31.12.2011. 

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: 454 556 567 votes (99.99 % of the represented votes)

Against: 1700 votes

Impartial: 3540 votes (0.00 % of the represented votes)

Did not vote: 27 128 votes



8.Election of the members of the Supervisory Board.

Based on § 298 section 1 subsection 4 and § 319 section 1 of the Commercial
Code, the General Meeting resolves: 

Due to the expiry of the term of authority to elect for the next term of
authority as the members of the Supervisory Board of AS Tallink Grupp Mr Ain
Hanschmidt, Mr Toivo Ninnas, Mrs Eve Pant, Mr Lauri Kustaa Äimä. 

Tabulation of votes:

In favor: 454 488 603 votes (99.98 % of the represented votes)

Against: 39 600 votes

Impartial: 33 604 votes (0.01 % of the represented votes)

Did not vote: 27 128 votes



9. Remuneration for work by the members of Supervisory Board.

Based on § 298 section 1 subsection 10 and § 326 of the Commercial Code, the
General Meeting resolves: 

To remunerate the work of the members of the Supervisory Board as from
01.03.2011 as follows: 

- Chairman of the Supervisory Board - 2000 Euros,

- Member of the Supervisory Board - 1600 Euros.

Tabulation of votes:

In favor: 454 257 475 votes (99.93 % of the represented votes)

Against: 9600 votes

Impartial: 294 732 votes (0.06 % of the represented votes)

Did not vote: 27 128 votes




         Harri Hanschmidt
         Head of Investor Relations
         
         
         
         AS Tallink Grupp
         Sadama 5/7. 10111 Tallinn
         Tel    +372 640 8981
         E-mail [email protected]