Market announcement

Title

AS Tallink Grupp Resolutions of the Annual General Meeting of 23 May 2019

Message

107 shareholders were registered as attending at the Annual General Meeting, who
owned 540,057,134 shares (the amount of represented share capital
291,630,852.36 EUR), forming 80.62% of AS Tallink Grupp share capital.

Resolutions adopted at the meeting:

1. Approval of the annual report of the financial year 2018
To approve the annual report of the financial year 2018 of AS Tallink Grupp
presented by the management board.

The resolution was adopted with 99.86% votes in favour (539,302,424 votes).


2. Proposal on distribution of profits
To approve the following profit allocation proposal of AS Tallink Grupp prepared
by the management board:
1) To approve the net profit of the financial year of 2018 in the sum of
40,049,000 euros;
2) To allocate 2,003,000 euros from the net profit to the mandatory legal
reserve;
3) To pay dividends to the shareholders 0.05 euros per share, in the total
amount of 33,494,000 euros.
4) 4,552,000 euros to be transferred to the retained earnings.

The list of the shareholders entitled to the dividend shall be fixed as at
20.06.2019 at the end of the working day of the settlement system.
The dividend shall be paid to the shareholders by transfer to the bank account
of the shareholders on 3.07.2019.

The resolution was adopted with 100.00% votes in favour (540,033,608 votes).


3. Amendment of the Articles of Association
3.1. To amend Article 2.1. of the Articles of Association and word it as
follows:
"The amount of the minimum share capital of the company shall be 310,000,000
euros. The maximum capital of the company shall be 1,240,000,000 euros."
3.2. To amend the second sentence of Article 2.1. of the Articles of Association
and word it as follows:
"Supervisory board shall be authorised within 3 years as from 1 July 2019 to
increase the share capital by 25,000,000 euros, increasing the share capital up
to 339,844,558.80 euros.

The resolution was adopted with 99.99% votes in favour (539,986,105 votes).


4. Reduction of share capital
4.1 The reason for reducing the share capital is improving the capital structure
and favouring the return on equity. Company has no need to own share capital
within the registered amount and the requirements that legislation imposes on
share capital will also be fulfilled in the case of the reduced share capital.
4.2. The share capital shall be reduced as follows:
4.2.1. the share capital shall be reduced by the reduction of the book value of
the shares by 0.07 euros per share, as a result of which the book value of one
share shall be reduced from 0.54 euros to 0.47 euros, whereas the total number
of the shares shall remain the same (i.e. 669,882,040 shares) and the book value
of shares shall be reduced proportionately to the reduction of the share
capital. Based on the foregoing, the share capital of the public limited company
shall decrease from 361,736,301.60 euros by 46,891,742.80 euros, and the new
share capital shall be 314,844,558.80 euros;
4.2.2. in connection with the reduction of the share capital the shareholders
will be made monetary payments in the amount of 0.07 euros per share, in the
total amount of 46 891 742,80 euros, within the term provided by law, but not
earlier than 3 (three) months after the entry of the reduction of the share
capital in the commercial register;
4.2.3. the list of shareholders entitled to receive the payments arising from
the reduction of the book values of the shares shall be fixed at 20 June 2019 at
the end of the working day of the settlement system.

The resolution was adopted with 99.97% votes in favour (539,913,541 votes).


5. Extension of authority of the members of the supervisory board
Due to the expiry of the term of authority of the members of the supervisory
board Ain Hanschmidt, Colin Douglas Clark, Eve Pant and Toivo Ninnas on
17.09.2019:
5.1. To extend the authorities of Ain Hanschmidt, Colin Douglas Clark, Eve Pant
and Toivo Ninnas as the supervisory board members for the next 3-year term of
office from 18.09.2019.
5.2. The term of office of the supervisory board member Lauri Kustaa Äimä shall
not be extended and shall terminate on 17.09.2019.

The resolution was adopted with 85.49% votes in favour (461,679,970 votes).


6. Election of the member of the supervisory board.
6.1. To elect Raino Paron as the new member of the supervisory board of AS
Tallink Grupp from 18.09.2019.

The resolution was adopted with 54.86% votes in favour (296,296,917 votes).


7. Remuneration for work of the members of supervisory board
7.1 To remunerate the work of the members of the supervisory board pursuant to
the resolution no 5 of 07.06.2012 of the Annual General Meeting of shareholders
of AS Tallink Grupp.

The resolution was adopted with 99.98% votes in favour (539,958,195 votes).


8. Appointment of an auditor for the financial year 2019 and the determination
of the procedure of remuneration of an auditor
8.1. To appoint the company of auditors KPMG Baltics OÜ to conduct the audit of
the financial year 2019.
8.2. The auditor shall be remunerated according to the audit contract that shall
be concluded with the auditor.

The resolution was adopted with 99.58% votes in favour (537,798,315 votes).


Dividend and reduction of share capital payment ex-date:
Both the list of the shareholders entitled to the dividend and the list of the
shareholders entitled to receive the payments arising from the reduction of the
book values of the shares shall be fixed as at 20.06.2019 at the end of the
working day of the settlement system. Proceeding from the above, the ex-date is
19.06.2019. From that date the new owner of the shares (ISIN: EE3100004466) or
Finnish Depository Receipts (?FDR"s; ISIN FI4000349378) is not entitled to
receive dividends for the year 2018 and to receive the payments arising from the
reduction of the book values of the shares decided on the 23.05.2019
shareholders general meeting.

Brief overview of Raino Paron career
Raino Paron joined Ellex Raidla in 1995 and is a partner of the firm since
1998. In addition he holds the positions of Chairman of the Arbitration Court of
the Tallinn Stock Exchange since 1996, Member of the Management Board of Finance
Estonia since 2011 and Member of the Supervisory Board of Inbank AS since 2016.
Raino Paron graduated from Georgetown University, USA in 1993 with a LL.M degree
(Master of Laws) with honours and from the University of Tartu, Estonia in 1990
with a degree equivalent to Master's degree in law (cum laude). Raino Paron owns
100% holding in OÜ PPG-Invest, which owns 3,294 AS Tallink Grupp shares.


Joonas Joost
Advisor to the Management Board
Head of Investor Relations

AS Tallink Grupp
Sadama 5/7
10111 Tallinn, Estonia
E-mail [email protected]