Market announcement

Title

ADOPTION OF RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF AS TALLINNA SADAM WITHOUT CONVENING THE MEETING

Message

Dear shareholder!

The  Management  Board  of  AS  Tallinna  Sadam, registry code 10137319, address
Sadama   25, 15051 Tallinn   (hereinafter:  Tallinna  Sadam),  proposes  to  the
shareholders  to  adopt  resolutions  of  the  shareholders  without convening a
meeting  pursuant  to  §  299(1) of  the  Commercial Code. The proposal to adopt
resolutions  without convening a  general meeting of  shareholders is due to the
restrictions  on  organizing  meetings  in  Estonia  arising  from the COVID-19
pandemic.

In order to provide information on the issues to be decided, Tallinna Sadam will
organize a webinar on 18.05.2021 at 13:00 am (EET), where Aare Tark, chairman of
the  supervisory board of Tallinna Sadam; Valdo Kalm, chairman of the management
board  and Marko  Raid, member  of the  management board  / CFO  will present an
overview  of the year 2020, introduce the  draft resolutions of the shareholders
and  answer questions. Anyone  can take part  in the webinar  via Tallinna Sadam
youtube  channel (https://www.youtube.com/user/portoftallinn).  Questions to the
webinar can be submitted by sending them in advance to the e-mail [email protected]
(mailto:[email protected]) until the beginning of the webinar or in writing through
the  application during the webinar.  The webinar will be  held in Estonian with
simultaneous translation into English.

The  list of shareholders entitled to vote for shareholders' resolutions will be
fixed  on 17.05.2021 at the end of the business day of the Nasdaq CSD settlement
system.

As  of the  date of  publication of  this notice,  the share capital of Tallinna
Sadam  is 263,000,000 euros. AS Tallinna  Sadam has 263,000,000 ordinary shares,
each share giving 1 (one) vote at the voting of the decisions.

Resolutions  of the shareholders  can be voted  in the period from 18.05.2021 to
24.05.2021 (inclusive).  If a shareholder abstains, he  / she shall be deemed to
have voted against.

A shareholder has two options for giving his/her vote:

 1. By e-mail to [email protected] during the voting period, by sending a digitally
    signed or signed on paper and scanned voting ballot filled in by the voting
    shareholder or his / her authorized representative to [email protected]
    (mailto:[email protected]).
 2. By submitting or sending a filled voting ballot signed by hand by the voting
    shareholder or his / her authorized representative by mail to the head
    office of Tallinna Sadam at Sadama 25, 15051 Tallinn so that it arrives no
    later than 24.05.2021 at 16.00 (EET).

In  order to enable the identification of  a shareholder, the voting ballot sent
by  e-mail must  be digitally  signed. When  sending a  paper-signed and scanned
voting  ballot by e-mail or sending a paper-signed voting ballot by post, a copy
of the personal data page (incl. document validity date) of the shareholder's or
his  / her representative's identity document (e.g. passport or ID card) must be
sent  with the voting ballot. The shareholder's representative must also forward
a  valid  power  of  attorney  in  Estonian  or  English  in  a form that can be
reproduced  in writing. The shareholder may use  a power of attorney form, which
is available on Tallinna Sadam website https://www.ts.ee/en/investor/agm/ .

If  the shareholder is  a legal entity  registered in a  foreign country, please
forward  a copy  of the  extract from  the relevant foreign commercial register,
which  shows the right of the representative to represent the shareholder (legal
authorization).  The statement must be in English or translated into Estonian or
English by a sworn translator or an official equivalent to a sworn translator.

The  proposals of the  Management Board for  the adoption of  resolutions by the
shareholders are as follows:

1.     Approval of the Annual Report 2020
1.1.  To  approve the Annual  Report 2020 of AS  Tallinna Sadam, as presented to
the general meeting.

2.     Profit allocation
2.1.  To  approve the net profit of the  financial year of 2020 in the amount of
28,518,457 euros   and   the   retained   earnings  (including  2020 profit)  of
47,794,087 euros.
2.2.  Transfer to statutory capital reserve 1,008,654 euros.
2.3.  To  pay dividends to the shareholders  0.077 euros per share, in the total
amount of 20,251,000 euros.

The list of shareholders entitled to receive dividends will be established as at
03.06.2021 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 02.06.2021. From that day  the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2020. Dividends
shall be disbursed to the shareholders on 10.06.2021.

3.     Appointment of the auditor

In  the  procurement  of  audit  services  organized in 2018 (public procurement
196191), offers  were invited for three years with the possibility to extend the
contract  for the next  two years. The  tender was won  by KPMG Baltics OÜ, with
which a contract was signed for 2018-2020. The proposal of the supervisory board
of  AS Tallinna Sadam is  to extend the agreement  and continue cooperation with
KPMG Baltics OÜ.

3.1.  To appoint the company of auditors KPMG Baltics OÜ to conduct the audit of
AS  Tallinna Sadam for  the financial years  2021 and 2022 and to remunerate the
company of auditors in accordance with the offer made by the company of auditors
in the public procurement carried out in 2018 (public procurement 196191).

The  materials related to  the draft resolutions  of the shareholders (including
annual  report and auditors' report) and the  draft resolutions can be found and
the   voting  ballot  can  be  downloaded  from  the  Tallinna  Sadam  web  page
https://www.ts.ee/en/investor/agm/.  Questions related to  the draft resolutions
of    the    shareholders    can   be   sent   by   e-mail   to   [email protected]
(mailto:[email protected]).

The  resolutions  adopted  by  the  shareholders  will  be  published as a stock
exchange  announcement  and  on  the  website  of  Tallinna  Sadam no later than
31.05.2021 pursuant to § 299(1) (6) of the Commercial Code.

Yours sincerely

The Management Board of AS Tallinna Sadam