Börsiteade

Pealkiri

Notice Calling the Annual General Meeting of Shareholders

Teade

Dear shareholder of AS Tallink Grupp,

The  management board of AS  Tallink Grupp, registration code 10238429, location
and address at Sadama 5, 10111 Tallinn, is calling the annual general meeting of
shareholders  on  13 June  2023 at  11:00 AM  (Estonian  time) at the conference
centre of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.

Registration  of the shareholders begins at 10:00 AM at the venue of the general
meeting.

The supervisory board of AS Tallink Grupp determined the following agenda of the
annual  general meeting of AS Tallink Grupp and presents the following proposals
to the shareholders:

1. Approval of the annual report of the financial year 2022
To  approve the  annual report  of the  financial year  2022 of AS Tallink Grupp
presented by the management board.

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 2022 in the sum of
    13 935 000 euros;
 2. To allocate 2 789 000 euros from the net profit to the mandatory legal
    reserve;
 3. No dividends shall be paid to the shareholders;
 4. Not to make any allocations for other reserves prescribed by law or by the
    articles of association;
 5. To transfer 11 146 000 euros to the retained earnings of previous periods.

3. Appointment of  an auditor for the  financial year 2023 and the determination
of the procedure of remuneration of an auditor
To  appoint the company of auditors KPMG Baltics  OÜ to conduct the audit of the
financial  year 2023 and to remunerate the  work according to the audit contract
that shall be concluded with the auditor.
4. Extension of  authority of the Member of the Supervisory Board and payment of
remuneration
Due  to the  expiry of  the term  of authority  of the Member of the Supervisory
Board  Enn  Pant  on  13.06.2023, to  extend  the  authority  of Enn Pant as the
Supervisory Board Member for the next 3-year term, which is until 13.06.2026.

To  remunerate  the  work  of  the  Supervisory  Board Member in accordance with
resolution  no 5 of the 07.06.2012 Annual General  Meeting of Shareholders of AS
Tallink Grupp.

5. Amendment of the Articles of Association
To  amend the second sentence of the Article 2.4. of the Articles of Association
and word it as follows:

"Supervisory  board shall be authorised within 3 years as from 1 January 2024 to
increase  the share capital by 35 000 000 euros, increasing the share capital up
to 384 477 460,08 euros."

6. Approval of the Option Program
To  approve the share option program of AS Tallink Grupp (hereinafter the Option
Program)  and to grant  the Supervisory Board  of AS Tallink  Grupp the right to
execute the Option Program upon the following terms and conditions:

1.     The  aim of the Option  Program is to motivate  the management and senior
staff of AS Tallink Grupp and companies belonging to the same group by including
them as shareholders and enabling the management and senior employees to benefit
from the increase of the value of the shares resulting from their contribution.
2.     Persons entitled to participate in the Option Program are:
2.1.           Members  of the Supervisory Board of AS Tallink Grupp, to whom no
more  than 1 500 000 (one  million five  hundred thousand)  share options may be
issued  per each member during  the term of the  Option Program, while the exact
distribution  among  the  Members  of  the  Supervisory  Board is decided by the
General Meeting of Shareholders of AS Tallink Grupp with a separate decision;
2.2.           Members  of the Management Board of AS Tallink Grupp appointed by
the Supervisory Board of AS Tallink Grupp;
2.3.           AS Tallink Grupp senior employees and the members of the managing
bodies  and the senior employees of the  companies that belong to the same group
with  AS Tallink Grupp, appointed  by the Supervisory Board  of AS Tallink Grupp
or,  in case the Supervisory Board of  AS Tallink Grupp has delegated such right
to the Management Board of AS Tallink Grupp, by the Management Board.
3.     No  more than 1 500 000 (one million five hundred thousand) share options
may be issued to one person entitled to a share option under the Option Program.
4.     Share options are issued free of charge to the person entitled to receive
them.
5.     The  Option Program shall have the term  of 3 (three) years, to which the
3-year  vesting  period  is  added.  On  the  basis of the Option Program, share
options  can be issued and Agreements of  Share Option can be concluded from 13
June  2023 to 13 June 2026. The  exercising of the  issued share options and the
acquisition  of the shares underlying it by  the entitled person is not possible
before 3 (three) years have passed of the issuance of the share option.
6.     The  execution of the terms and conditions  of the Option Program and the
procedure  on  implementation  of  the  share  option shall be determined in the
Agreement  of Share Option  concluded between AS  Tallink Grupp and the entitled
person.  When determining  the terms  and conditions  of the  Agreement of Share
Option,  the terms and conditions set forth in this decision shall be taken into
account.
7.     The  person  entitled  to  the  share  option  does not have the right to
transfer or encumber the share options issued to him/her.
8.     Share options are inheritable.
9.     AS Tallink Grupp has the right to issue a total of up to 22 307 071 share
options  for the  acquisition of  22 307 071 ordinary shares (ISIN EE3100004466)
within  the Option Program,  which represent a  total of up  to 3% of AS Tallink
Grupp's  share capital.  Exercising of  share options  and issuance of shares is
carried  out by increasing the share capital of AS Tallink Grupp and issuing new
shares,  which is decided by  the General Meeting of  Shareholders of AS Tallink
Grupp  or by  the Supervisory  Board of  AS Tallink  Grupp on  the basis  of the
decision  of the General Meeting of Shareholders of AS Tallink Grupp. To fulfill
the  terms and  conditions of  the Option  Program, up  to 22 307 071 AS Tallink
Grupp shares will be issued.
10.  Each share option issued in the Option Program entitles the entitled person
to  acquire 1 (one)  share of  AS Tallink  Grupp (ISIN  EE3100004466) at a price
equal  to the accounting value of the share at the time of exercise of the share
option  (0,47 euros  per share  as of  the moment  of approval  of the terms and
conditions of the Option Program).
11.  AS  Tallink Grupp shares acquired within  the Option Program give the right
to receive dividends on the same financial year when the shares were acquired by
the entitled person and if it is decided to pay dividends.
12.  As  regards  the  share  options,  to  exclude  the  pre-emptive  right  of
shareholders  to  subscribe  to  new  shares  issued for the compliance with the
conditions of the Option Program.
13.  When  establishing the Option Program, the  Supervisory Board of AS Tallink
Grupp  has the right to specify the terms and conditions and the schedule of the
Option  Program, guided by the terms and conditions stipulated by this decision.
The  execution  of  the  Option  Program  is  organised  by  AS  Tallink Grupp's
Supervisory Board, which will resolve all issues related to the Option Program.
14.  With the approval of this Option Program, the share option program approved
at  the General Meeting of Shareholders of AS Tallink Grupp held on 9 June 2015
becomes invalid.

7. Issuance  of options  as part  of the  Option program  to the  Members of the
Supervisory Board of AS Tallink Grupp
To  approve the issuing of options as part  of the Option Program to the Members
of  the Supervisory Board of AS Tallink  Grupp and to conclude the Agreements of
Share Option as follows:

 1. The Member of the Supervisory Board Enn Pant has the right to acquire
    300 000 options (which gives the right to acquire 300 000 shares) for the
    first year of the Option Program (period 13 June 2023 to 13 June 2024).
 2. The Member of the Supervisory Board Ain Hanschmidt has the right to acquire
    300 000 options (which gives the right to acquire 300 000 shares) for the
    first year of the Option Program (period 13 June 2023 to 13 June 2024).
 3. The Member of the Supervisory Board Eve Pant has the right to acquire
    300 000 options (which gives the right to acquire 300 000 shares) for the
    first year of the Option Program (period 13 June 2023 to 13 June 2024).
 4. The Member of the Supervisory Board Raino Paron has the right to acquire
    300 000 options (which gives the right to acquire 300 000 shares) for the
    first year of the Option Program (period 13 June 2023 to 13 June 2024).
 5. The Member of the Supervisory Board Toivo Ninnas has the right to acquire
    300 000 options (which gives the right to acquire 300 000 shares) for the
    first year of the Option Program (period 13 June 2023 to 13 June 2024).
 6. The Member of the Supervisory Board Kalev Järvelill has the right to acquire
    300 000 options (which gives the right to acquire 300 000 shares) for the
    first year of the Option Program (period 13 June 2023 to 13 June 2024).
 7. To appoint the Chairman of the Management Board of AS Tallink Grupp as the
    representative of AS Tallink Grupp when concluding the Agreements of Share
    Option with the above mentioned Members of the Supervisory Board.

___________________________________

The  list of shareholders entitled to  participate in the annual general meeting
shall be determined seven calendar days before holding the general meeting, i.e.
as  at the end of the business day  of the settlement system of the registrar of
the  Estonian register  of securities  (Nasdaq CSD  SE) and Euroclear Finland Oy
on 6 June 2023 (record date).

The  documents related to  the annual general  meeting of AS  Tallink Grupp, the
documents  to  be  presented  to  the  general  meeting  and the other important
information  related  to  the  general  meeting,  inter  alia, the drafts of the
resolutions,  annual report of the financial  year 2022 of AS Tallink Grupp, the
supervisory  board's report, the sworn auditor's report, the proposal for profit
distribution  and the  substantiations presented  by the  shareholders regarding
items  on the agenda  (if any are  received) and the  information concerning the
candidate  for the Supervisory  Board member and  the candidate for the auditor,
may   be   examined   on  the  website  of  AS  Tallink  Grupp  at  the  address
www.tallink.com/annual-general-meeting   (http://www.tallink.com/annual-general-
meeting),   on   the   website   of   the   Tallinn   Stock   Exchange   at  the
address www.nasdaqbaltic.com  (http://www.nasdaqbaltic.com) and in the office of
AS Tallink Grupp at the address Sadama 5, Tallinn, 1(st) floor, on business days
from 09:00 AM to 4:00 PM as of the notification of the general meeting until the
date  of holding the general meeting.  The information stipulated in § 294(1) of
the  Commercial  Code  is  available  to  the  shareholders on the website of AS
Tallink    Grupp    at    the   address   www.tallink.com/annual-general-meeting
(http://www.tallink.com/annual-general-meeting)  until the  date of  holding the
general meeting (included).

A  shareholder may ask questions concerning the matters on the agenda by sending
the    respective   questions   to   the   email   address   [email protected]
(mailto:[email protected]).

A  shareholder has the right to receive information from the management board on
the  activities of AS Tallink Grupp at  the general meeting of AS Tallink Grupp.
The  management board  may refuse  to give  information if  there is  a basis to
presume  that this may cause  significant damage to the  interests of the public
limited  company. If  the management  board refuses  to provide information, the
shareholder  may demand that the  general meeting decide on  the legality of the
shareholder's  request or to file,  within two weeks as  from the holding of the
general  meeting, a  petition to  a court  by way  of proceedings on petition in
order to obligate the management board to provide the information.

The  shareholders whose shares represent at  least 1/20 of the share capital may
demand  inclusion  of  additional  issues  on  the  agenda of the annual general
meeting  if such demand  is presented no  later than 15 days  before the general
meeting  is held. The  shareholders whose shares  represent at least 1/20 of the
share  capital may submit to  the public limited company  a draft resolution for
every  item of  the agenda.  This right  may not  be exercised later than 3 days
before  the  general  meeting  is  held.  The  aforementioned documents shall be
submitted to AS Tallink Grupp in writing to the address AS Tallink Grupp, Sadama
5, 10111 Tallinn  or  be  sent  in  electronic  form (signed with a qualified e-
signature  in  the  meaning  of  Regulation  (EU)  No  910/2014 of  the European
Parliament  and of the Council - e.g.  a digital signature) to the email address
[email protected] (mailto:[email protected]).

AS  Tallink  Grupp  does  not  enable  electronic participation in or electronic
voting at the general meeting (§ 33(1) of the General Part of the Civil Code Act
and  § 290(1 )of the Commercial Code) nor voting before the meeting (§ 298(2 )of
the Commercial Code).

Instructions for the participants in the annual general meeting:

1. Shareholders who are registered in the share register maintained by Nasdaq
CSD SE

We  kindly ask the shareholders, who are as at the record date registered in the
share  register maintained by Nasdaq  CSD SE and who  wish to participate in the
annual general meeting, to present the following documents for registration:

  * Shareholder who is a natural person should present an identity document
    (passport or ID card).
  * Representative of a shareholder who is a natural person should present an
    identity document (passport or ID card) and a duly signed written power of
    attorney.
  * Legal representative of a shareholder who is a legal person should present
    an extract (or other similar document) from the respective business register
    in which the legal person is registered, which shows the person's right to
    represent the shareholder (legal persons registered in Estonia should
    present an extract of the commercial register registry card which is not
    older than 15 days; legal persons registered in a foreign country should
    present a certified extract (or other similar document which is not older
    than 6 months), and an identity document of the representative (passport of
    ID card).
  * Authorized representative of a legal person whose right of representation
    does not show from the respective business register extract (or other
    similar document) should, in addition to the aforementioned documents (i.e.
    the extract and the identity document), present a written power of attorney
    duly issued by the legal representative of the shareholder.

The  documents of a  shareholder who is  a legal person  registered in a foreign
country,  which have  been issued  by a  foreign official,  must be legalized or
apostilled  (unless otherwise foreseen in  an applicable international agreement
or convention).

A translation into Estonian prepared by a sworn translator should be attached to
the documents that are in a foreign language.

AS  Tallink Grupp may register an aforementioned shareholder as a participant in
the  general meeting  also in  case all  the required  data concerning the legal
person  and its  representative are  contained in  a notarized power of attorney
issued  to the representative in a foreign  country and the power of attorney is
acceptable in Estonia.

2. Shareholders registered in the share register maintained by Euroclear Finland
Oy (holders  of Finnish share  depositary receipts (FDRs)  - hereinafter the FDR
holders)

In  order to  participate in  the annual  general meeting,  the FDR  holders are
kindly asked, for organizational purposes, to inform AS Tallink Grupp in writing
or  in a  form which  can be  reproduced in  writing of his/her/its intention to
participate  in the  annual general  meeting and  to provide  the copies  of the
documents requested below (the originals should be presented at the registration
of the shareholders on the day of the meeting) no later than 12 June 2023, 4:00
PM (Estonian time) by mail to the address Sadama 5, Tallinn 10111, Estonia or by
email to the address [email protected] (mailto:[email protected]).

Nordea  Bank Abp as the  FDRs agent shall issue  a power of attorney authorizing
each  FDR holder to vote at the annual  general meeting with the number of votes
corresponding  to the  number of  FDRs held  by the  FDR holder as at the record
date.  The power of attorney issued by Nordea  Bank Abp is issued with the right
to delegate the authorization.

We  kindly ask the FDR holders, who are  registered as at the record date in the
share  register  maintained  by  Euroclear  Finland  Oy  and  who  would like to
participate  in the annual general meeting,  to present for the registration the
documents  indicated above in section 1 of  the instructions (in addition to the
documents indicated in section 2 of the instructions).

FDR  holders,  who  hold  their  FDRs  on  a nominee account, should present, in
addition  to  the  aforementioned  documents,  a  power  of  attorney  issued by
his/her/its  Finnish  account  operator.  The  form  of  the respective power of
attorney  is  available  from  the  website  of  AS Tallink Grupp at the address
www.tallink.com/annual-general-meeting   (http://www.tallink.com/annual-general-
meeting).

The  annual  general  meeting  will  be  held  in  the  Estonian  language  with
simultaneous translation into the English language.

A  shareholder may, before the general meeting  is held, notify AS Tallink Grupp
of   the   appointment  of  a  representative  and  of  the  withdrawal  of  the
authorization  by  the  principal  by  email  to the address [email protected]
(mailto:[email protected])  or by  delivering the  aforementioned documents to
the  office of  AS Tallink  Grupp at  Sadama 5, Tallinn, 1(st) floor on business
days  from 9:00 AM  to 4:00 PM  no later  than 12 June 2023 at 4:00 PM (Estonian
time),  by using the  forms provided on  the website of  AS Tallink Grupp at the
address www.tallink.com/annual-general-meeting   (http://www.tallink.com/annual-
general-meeting).  Information  about  the  procedure  for  the appointment of a
representative  and  for  the  withdrawal  of  the authorization (including form
requirements)  can  be  found  on  the  website  of  AS  Tallink  Grupp  at  the
address www.tallink.com/annual-general-meeting   (http://www.tallink.com/annual-
general-meeting).

Yours faithfully,

Paavo Nõgene
Chairman of the management board







Anneli Simm
Investor Relations Coordinator

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