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TAL: CORRECTION: Notice calling Annual General Meeting

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Tallink Grupp         Notice to convene annual general meeting        17.01.2011

CORRECTION: Notice calling Annual General Meeting



Tallinn, 2011-01-17 14:06 CET (GLOBE NEWSWIRE) -- CORRECTION: In the agenda
point 4. "Notice calling Annual General Meeting" and in the "Additional
information to the AGM - Draft resolutions"  1) To change the financial year of
AS Tallink Grupp and to establish that the financial year of company lasts as
from 01 January until 31 December. 



Notice calling Annual General Meeting



Dear Shareholder of AS Tallink Grupp!



The Management Board of AS Tallink Grupp (registration code 10238429, location
and the address at Sadama 5/7, 10111 Tallinn) is calling the Annual General
Meeting of Shareholders on 08thof February 2011 at 12.00 in the conference
center of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn. 

Registration of participants at the Annual General Meeting begins at 11.00



Agenda of the Annual General Meeting:

1.      Approval of the Annual Report of 01.09.2009 - 31.08.2010 of AS Tallink
Grupp. 

The Supervisory Board of AS Tallink Grupp proposes to approve the Annual Report
of 01.09.2009 - 31.08.2010 presented by the Management Board. 



2.      Distribution of profits.

The Supervisory Board of AS Tallink Grupp proposes that the General Meeting of
Shareholders be presented the following profit allocation proposal of AS
Tallink Grupp: 

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.



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

The Supervisory Board of AS Tallink Grupp proposes the following:

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. 



4.      Changing the financial year.

The Supervisory Board of AS Tallink Grupp proposes the following:

1)     To change the financial year of AS Tallink Grupp and to establish that
the financial year of company lasts as from 01 January 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. 



5.      Amending the Articles of Association.

The Supervisory Board of AS Tallink Grupp proposes to amend the Articles of
Association and to approve the version annexed hereto (the text annexed). 



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

The Supervisory Board of AS Tallink Grupp proposes 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. 



7.      Nomination of an auditor and determination of the procedure of
remuneration of an auditor. 

The Supervisory Board of AS Tallink Grupp proposes the following:

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. 



8.      Election of the members of the Supervisory Board.

Due to the expiry of the term of authority the Supervisory Board of AS Tallink
Grupp proposes to present to the Shareholders' General Meeting the proposal of
the Management Board 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. 



9.      Remuneration for work by members of Supervisory Board.

The Supervisory Board of AS Tallink Grupp proposes to present to the
Shareholders' General Meeting the Management Board's proposal 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.

The information about the procedure of exercising the rights set forth in §
287, § 293 sections 2 and 2¹ and § 293¹ sections 3 and 4 of the Commercial Code
and the time limits thereof are made available on the home page of AS Tallink
Grupp at www.tallink.com. 

Questions concerning the items on the agenda may be sent on the e-mail address
[email protected]. 

The list of shareholders entitled to participate at the Annual General Meeting
shall be determined 7 days before the date of the Annual General Meeting, as at
31 January 2011, 11.59 PM. 

For the registration procedure of the Annual General Meeting we ask the
following: 

Shareholder in person to present the identity document (Passport or ID Card);

the representative of the shareholder in person, the identity document
(Passport or ID Card) and the duly signed written Power of Attorney. 

The legal representative of a shareholder (legal person) to present an extract
(or other similar document) from the relevant commercial (companies') registry
of the country where the legal person is located (Estonian legal persons to
provide the extract from the B-card, issued not more than 15 days prior to the
date of the General Meeting) and the identity document of the representative. 

The authorized representative of a shareholder (legal person) shall present, in
addition to the documents listed hereinabove, the written Power of Attorney
duly issued by the legal representative of the shareholder. The documents of a
shareholder located abroad shall be legalized or certified with apostille
unless an international agreement stipulates otherwise. AS Tallink Grupp is
entitled to register the above mentioned shareholder as a participant also in
case all the requisite data of the legal person and its representative are
contained in a Power of Attorney issued to the representative and certified by
a notary public abroad and the Power of Attorney is acceptable in Estonia. 

A shareholder may notify AS Tallink Grupp of the nomination of a representative
and of the withdrawal of the authorization prior to the date of the General
Meeting on the e-mail address: [email protected] by bringing the above
mentioned documents to the office of AS Tallink Grupp at Sadama 5/7, Tallinn,
4thFloor (on business days from 9.00 AM to 16.00 PM) until the date of the
General Meeting and the forms of the documents provided for on the web-page of
AS Tallink Grupp at www.tallink.comshall be used. The information about the
nomination of a representative and of the withdrawal of the authorization can
be found on the web-page of AS Tallink Grupp at www.tallink.com. 

The materials of the Annual General Meeting, including the drafts of the
resolutions, annual report of the financial year 2009/2010 of AS Tallink Grupp,
the auditors' report, the profit distribution proposal and the new wording of
the Articles of Association, may be examined on the home-page of AS Tallink
Grupp by the address www.tallink.com, on the home-page of Tallinn Stock
Exchange by the address http://market.ee.omxgroup.com/and in the office of AS
Tallink Grupp at the address Sadama 5/7, Tallinn, 4rd Floor, on business days
from 09.00 AM to 16.00 PM. 



Sincerely Yours

Management Board of AS Tallink Grupp






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