Market announcement

Title

Adoption of resolutions of the general meeting of shareholders of AS Tallinna Sadam without convening the meeting

Message

On  04.04.2022, the management board of AS Tallinna Sadam (hereinafter: Tallinna
Sadam)  proposed to  the shareholders  to adopt  the resolutions  of the general
meeting of shareholders stated below without convening the meeting.

The  notice of  the annual  general meeting  was published  on 04.04.2022 in the
stock    exchange    information    system,    on    Tallinna    Sadam   website
https://www.ts.ee/en/investor/agm/ and in the daily newspaper "Eesti Päevaleht".
The  list of shareholders entitled to vote was fixed on 04.04.2022 at the end of
the  business day of the Nasdaq CSD  settlement system and the electronic voting
period was 5.-25.04.2022.

The  resolutions  of  the  general  meeting  of  shareholders  were voted by 82
shareholders,  whose shares represented 205,326,998 votes or 78.07% of the total
share  capital.  If  a  shareholder  abstained,  he/she was deemed to have voted
against.

On  25.04.2022, the annual  general meeting  of the  shareholders of AS Tallinna
Sadam resolved:

1.   Approval of the Annual Report 2021

1.1.    To approve  the Annual Report 2021 of AS Tallinna Sadam, as presented to
the general meeting.

The  shareholders  voted  in  favor  of  the  resolution by 202,483,291 votes or
76.99% of the votes.

2.   Profit allocation

2.1.    To approve the net profit of the financial year of 2021 in the amount of
25,611,671 euros   and   the   retained   earnings  (including  2021 profit)  of
52,146,094 euros.

2.2.    Transfer to statutory capital reserve 843,875 euros.

2.3.    To pay dividends to the shareholders 0.097 euros per share, in the total
amount of 25,511,000 euros

The  shareholders  voted  in  favor  of  the  resolution by 204,127,815 votes or
77.62% of the votes.

The list of shareholders entitled to receive dividends will be established as at
05.05.2022 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 04.05.2022. From that day  the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2021. Dividends
shall be disbursed to the shareholders on 12.05.2022.

3.   Amendment of the Articles of Association

3.1.    To approve the Articles of Association of AS Tallinna Sadam as presented
to the general meeting.

The  shareholders  voted  in  favor  of  the  resolution by 204,103,947 votes or
77.61% of the votes.

4.   Approval of  the remuneration principles  of the supervisory  board and the
management board

4.1.    To approve  the remuneration principles of the supervisory board and the
management board of AS Tallinna Sadam as presented to the general meeting.

4.2.    To annul clauses 2, 3 and 4 of the resolution of the sole shareholder on
24.01.2011, which  determined the payment and  amount of additional remuneration
to a member of the supervisory board for participation in a meeting of the audit
committee or other body of the supervisory board.


The  shareholders  voted  in  favor  of  the  resolution by 197,959,947 votes or
75.27% of the votes.

5.   Election of the members of the supervisory board

In connection with the end of the term of office (30.06.2022) of the supervisory
board  members of  AS Tallinna  Sadam Aare  Tark, Urmas  Kaarlep, Üllar Jaaksoo,
Maarika  Honkonen, Ahti  Kuningas, Raigo  Uukkivi, Riho  Unt and  Veiko Sepp and
pursuant to the proposal made by the nomination committee of AS Tallinna Sadam:

5.1.    To recall  Raigo Uukkivi from the supervisory board of AS Tallinna Sadam
with the end of his term of office on 25.04.2022.

5.2.    To appoint  Kaur Kajak as member of the supervisory board of AS Tallinna
Sadam for the term of office from 26.04.2022 to 30.06.2025.

5.3.    To appoint  Riho Unt,  Veiko Sepp,  Maarika Honkonen,  Ain Tatter, Marek
Helm  and Risto Mäeots as members of  the supervisory board of AS Tallinna Sadam
for the term of office from 01.07.2022 to 30.06.2025.

5.4.    To appoint  Riho Unt as chairman of  the supervisory board starting from
01.07.2022.

5.5.    The terms  of office of the members  of the supervisory board Aare Tark,
Urmas  Kaarlep, Üllar Jaaksoo  and Ahti Kuningas  will not be  extended and will
expire on 30.06.2022.

The  shareholders  voted  in  favor  of  the  resolution by 203,584,709 votes or
77.41% of the votes.

The voting record of the general meeting is published on the website of Tallinna
Sadam https://www.ts.ee/en/investor/agm/.

Tallinna  Sadam is one of the largest cargo- and passenger port complexes in the
Baltic  Sea region, which  serves annually 10 million  passengers and 20 million
tons  of  cargo  in  average.  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  construction  services  in  Estonia and offshore projects
abroad.  Tallinna Sadam  group is  also a  shareholder of  an associate AS Green
Marine,  which provides  waste management  services. The  group's sales in 2020
totalled  EUR  107.4 million,  adjusted  EBITDA  EUR 58.4 million and profit EUR
28.5 million.

Marju Zirel
Head of Investor Relations
Tel. +372 53 42 6591
[email protected] (mailto:[email protected])