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

Teade

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 2024 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
2024 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 2024 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
mentioned above will not be considered. More detailed information is indicated
below in the notice under organizational issues.



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

1. Approval of the Annual Report 2023

1.1. To approve the Annual Report 2023 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 2023 in the amount of
15,882,328 euros and the retained earnings (including 2023 profit) of
47,323,521 euros.

2.2. Transfer to statutory capital reserve 446,084 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
10.05.2024 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 09.05.2024. From that day the person acquiring the shares will
not have the right to receive dividends for the financial year 2023. Dividends
shall be disbursed to the shareholders on 17.05.2024.



3. Election of members of the Nomination Committee of AS Tallinna Sadam

3.1. To extend the powers of European Bank for Reconstruction and Development
(EBRD) and AS SEB Varahaldus, the representatives of minority shareholders of
the Nomination Committee of AS Tallinna Sadam, for the next five years.

The Nomination Committee has five members, including two representatives of
minority shareholders and three representatives of the Republic of Estonia
(majority shareholder).

The representatives of the Republic of Estonia in the Nomination Committee are
based on positions and are:


a) Chairman of the Appointments Committee for the appointment of members of
supervisory boards of State-owned companies, Annika Uudelepp;

b) Secretary-General of Ministry of Finance, Merike Saks;

c) Secretary-General of the Ministry of Climate, Keit Kasemets.


The European Bank for Reconstruction and Development is represented by Tomas
Kairys.

AS SEB Varahaldus is represented by Gert Vilms.



4. Determination of remuneration for the members of the Nomination Committee

4.1. To determine a remuneration for the members of the Nomination Committee of
AS Tallinna Sadam for participating on the meetings of the Nomination Committee
as follows:

4.1.1. to the member of the Nomination Committee, 200 euros per meeting

4.1.2. to the chairman of the Nomination Committee, 300 euros per meeting;

4.1.3. the remuneration is paid by the 10th of the month following the
meeting(s);

4.1.4. according to section 801 subsection 6 of the State Assets Act, the
members of the Nomination Committee arising from their position, are not
remunerated for participating in the meetings of the Nomination Committee.



5. Approval of the shareholders' expectations of AS Tallinna Sadam

5.1. To approve the shareholders' expectations of AS Tallinna Sadam as presented
to the general meeting.

Pursuant to section 88 subsection 71 of the State Assets Act and clause 4.2.5.4
of AS Tallinna Sadam Articles of Association, the general meeting is competent
to establish the owners' expectations of AS Tallinna Sadam.

The owners' expectations of the Republic of Estonia have been added to the
materials of the general meeting.



Organizational issues


For registration to the general meeting, 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 investor@ts.ee
(mailto:investor@ts.ee) or by delivering the original of the authorisation to
Sadama 25, 15051 Tallinn, on working days between 9:00 a.m. to 4:00 p.m., at the
latest by 12:00 a.m. on 24 April 2024. 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 shareholder with voting rights or his / her authorized representative can
send a digitally signed or signed on paper and scanned completed voting ballot
to investor@ts.ee the latest by 24 April 2024 12:00 (EEST).

2. the shareholder with voting rights 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
24.04.2024 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
investor@ts.ee (mailto:investor@ts.ee).


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. When 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
2024, at the e-mail address investor@ts.ee (mailto:investor@ts.ee) 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 alternative draft
resolution on each agenda item, by sending the draft to the e-mail address
investor@ts.ee (mailto:investor@ts.ee) 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 2024.


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