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NOTICE ON CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AS TALLINNA SADAM

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Dear shareholder!

The  management  board  of  AS  Tallinna  Sadam  (hereinafter:  Tallinna Sadam),
registry  code  10137319, address  Sadama  25, 15051 Tallinn,  hereby  calls the
annual  general meeting of shareholders, to be held at 14.00 on 25 April 2023 in
the cruise terminal at Old City Harbour (Logi street 4/2, Tallinn).

Registration  of participants will start at the venue of the meeting on 25 April
2023 at  13.15. The list of  shareholders entitled to  participate at the annual
general meeting will be fixed seven days before the general meeting, i.e., as of
18 April  2023 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 AS Tallinna
Sadam  is 263,000,000 euros. AS Tallinna  Sadam has 263,000,000 ordinary shares,
each share giving 1 (one) vote at the general meeting.

In  addition  to  participating  at  the  meeting, the shareholders can vote the
resolutions  of the general meeting by e-mail or mail before the general meeting
by sending a completed and signed ballot to the management board by 12:00 on 24
April at the latest. Ballots received by the management board after the deadline
will  not be  considered. More  detailed information  below in  the notice under
organizational issues.

Please  note that we expect only  shareholders and their representatives without
symptoms  of illness to attend the general meeting. If you are not feeling well,
please  use the pre-voting option  and watch the video  recording of the general
meeting.

The  supervisory board  of Tallinna  Sadam determined  the agenda  of the annual
general meeting and submits the following proposals to the shareholders:

1. Approval of the Annual Report 2022
1.1. To approve the Annual Report 2022 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  2022 in the amount of
25,591,833 euros   and   the   retained   earnings  (including  2022 profit)  of
51,383,040 euros.
2.2. Transfer to statutory capital reserve 742,837 euros.
2.3. To pay  dividends to the  shareholders 0.073 euros per  share, in the total
amount of 19,199,000 euros.

The list of shareholders entitled to receive dividends will be established as at
05.05.2023 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 04.05.2023. 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 12.05.2023.

3. Appointment of the auditor
3.1. To appoint the company of auditors AS PricewaterhouseCoopers (registry code
10142876) to conduct the audit of AS Tallinna Sadam for the financial years
2023 and 2024 and to remunerate the company of auditors in accordance with the
offer made by the company of auditors in the public procurement (public
procurement 258237).

According  to the terms of  the procurement, AS Tallinna  Sadam has the right to
extend the procurement contract for the audit of the financial year 2025.

4. Amendment of the Articles of Association
4.1. To approve the Articles of Association of AS Tallinna Sadam as presented to
the general meeting.

According   to   the   amendments   to   clauses  86 2) and  4), clauses  88 (1)
7), 7(1)), 7(2)), 8), 9) and 10), subsection 89 (1) and 1(3) of the State Assets
Act  and section 323 of the Commercial Code, the articles of association set out
the general principles of manging a company, the competence of a general meeting
and  the supervisory board, the  procedure for covering the  costs incurred by a
member  of  the  supervisory  board  due  to  participating  in  the work of the
supervisory  board, and  payment of  remuneration to  a member of the management
board   (incl.   calculation   of  average  remuneration,  termination  pay  and
compensation  for complying with restraint on  trade) as well as the description
of  the composition of the annual report  and the deadline for the obligation to
submit  thereof. In addition, it sets out the procedure for adopting resolutions
of  the supervisory  board if  resolutions are  to be  adopted without calling a
meeting.

Organizational issues

For registration, we kindly ask participants to submit the following documents:
1. shareholders  who are natural  persons are required  to submit their identity
document;  representatives  must  also  submit  a valid written authorisation in
Estonian or in English;
2. legal  representatives of shareholders who are  legal persons are required to
submit  their identity document;  authorised representatives must  also submit a
valid  written authorisation in Estonian or in  English. If the legal person has
not  been  registered  in  the  Estonian  commercial register, we kindly request
submission of a valid extract of the register in which the legal person has been
registered  and under  which the  representative is  authorised to represent the
shareholder  (legal authorisation). The  extract must be  prepared in English or
translated into English by a sworn translator or authority equivalent to a sworn
translator, be verified by a notary, and bear the Apostille.

A  shareholder  is  asked  to  inform  Tallinna  Sadam  of  the appointment of a
representative  or withdrawal of the authorisation prior to the general meeting,
by  sending the corresponding digitally signed  authorisation or pdf-copy of the
original  authorisation (original of the authorisation  must be presented at the
meeting)    to    the    general   meeting's   e-mail   address   [email protected]
(mailto:[email protected])  or by delivering  the original of  the authorisation to
Sadama  25, 15051 Tallinn, on working days  between 9.00 and 16.00 the latest by
12.00 on 24 April 2023. The authorisation document form example is available for
the      shareholder      on      AS      Tallinna      Sadam     website     at
https://www.ts.ee/en/investor/agm/.

Voting of the resolutions before the annual general meeting
1. the  voting shareholder  or his  / her  authorized representative  can send a
digitally  signed  or  signed  on  paper  and scanned completed voting ballot to
[email protected] (mailto:[email protected]) the latest by 24 April 2023 12:00 (EEST).
2. the  voting shareholder or  his / her  authorized representative delivers the
completed  and personally  signed ballot  in paper  form to  the head  office of
Tallinna  Sadam  at  Sadama  25, 15051 Tallinn  so  it  arrives  no  later  than
24.04.2023 at 12:00 (EEST).

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.

If  the shareholder who sent  the voting ballot before  the general meeting also
attends   the  general  meeting  physically,  all  ballot  papers  sent  by  the
shareholder earlier are considered invalid.

The drafts of the resolutions and materials of the annual general meeting may be
examined, and the voting ballot form can be downloaded from the investor webpage
of  Tallinna Sadam  https://www.ts.ee/en/investor/agm/ .  In addition, documents
are  available from April 4 to April 24 on weekdays from 10:00 a.m. to 4:00 p.m.
at  the head  office of  Tallinna Sadam,  Sadama 25, 15051 Tallinn.  Please send
questions  related  to  the  draft  resolutions  of  shareholders  by  e-mail to
[email protected] (mailto:[email protected]).

A  shareholder shall have the right to  receive information on the activities of
Tallinna  Sadam from the management board at the general meeting. The management
board may refuse to provide information, if there is reason to presume that this
may  harm the interests  of the company.  Where the management  board refuses to
provide  information,  a  shareholder  may  demand  that  the  legality  of  the
shareholder's  demand be decided by the general meeting or submit an application
to  the  court  within  two  weeks  without  a  lawsuit  in  order to oblige the
management board to provide information.

Shareholders,  whose  shares  represent  at  least  1/20 of the share capital of
Tallinna  Sadam, may demand the  inclusion of additional items  on the agenda of
the  annual general meeting, if the corresponding request is filed in writing at
least  15 days prior  to the  general meeting,  i.e. at  the latest  by 10 April
2023, at  the e-mail  address [email protected]  (mailto:[email protected]) or  to the
address: AS Tallinna Sadam, Sadama 25, 15051 Tallinn, Estonia.

Shareholders,  whose  shares  represent  at  least  1/20 of the share capital of
Tallinna  Sadam, may submit to the company in writing a draft resolution on each
agenda  item,  by  sending  the  draft  to  the  e-mail  address  [email protected]
(mailto:[email protected])  or to the address: AS Tallinna Sadam, Sadama 25, 15051
Tallinn,  Estonia. The draft must be received by AS Tallinna Sadam no later than
three days before the general meeting, i.e. at the latest by 22 April 2023.

The  video recording of the general meeting  with an English translation will be
published  later on the website of Tallinna Sadam. After the end of the meeting,
the  shareholders who took  part in the  general meeting have  an opportunity to
take a tour at the cruise terminal.

Yours sincerely

Management Board of Tallinna Sadam