Börsiteade

Pealkiri

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 28 April 2026 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 28 April
2026 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
21 April  2026 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 27
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 2025

     1. To approve the Annual Report 2025 of AS Tallinna Sadam, as presented to
        the general meeting.

 1. Profit allocation

     1. To approve the net profit of the financial year of 2025 in the amount of
        22,462,907 euros and the retained earnings (including 2025 profit) of
        49,551,050 euros.
     2. Transfer to statutory capital reserve 725,418 euros.
     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
13 May   2026 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 12 May 2026. From that day the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2025. Dividends
shall be disbursed to the shareholders on 20 May 2026.

 1. Appointment of the auditor

     1. To appoint the company of auditors KPMG Baltics OÜ (registry code
        10096082) to conduct the audit of AS Tallinna Sadam for the financial
        years 2026, 2027 and 2028 and to remunerate the company of auditors in
        accordance with the offer made by the company of auditors in the public
        procurement (public procurement 298970).

 1. Recall and election of the member of the supervisory board

Pursuant to the proposal made by the nomination committee of AS Tallinna Sadam:
4.1.  To  recall Kaur Kajak from the supervisory board of AS Tallinna Sadam with
the end of his term of office on 30 April 2026.
4.2. To  appoint Merike Saks as  member of the supervisory  board of AS Tallinna
Sadam for the term of office from 1 May 2026 to 30 April 2029.

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

The  supervisory board  proposes to  approve the  remuneration principles of the
supervisory  board and the management board of AS Tallinna Sadam approved by the
supervisory  board  and  the  nomination  committee.  Pursuant to the Securities
Market Act (§ 135² (11) of the Securities Market Act), the general meeting votes
on  the  remuneration  principles  at  least  once  every  four  years  and  the
corresponding  resolution  of  the  general  meeting  approving the remuneration
principles is recommended to the supervisory board.

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

 1. Ensuring Gender Balance in the Governing Bodies of AS Tallinna Sadam

Pursuant  to § 135(6 )(1) of the Securities Market Act, the general meeting of a
share issuer must set one of the following objectives:

 1. the proportion of members of the underrepresented sex in the supervisory
    board is at least 40 per cent;
 2. the proportion of members of the underrepresented sex in the management
    board and the supervisory board is at least 33 per cent.

If  the issuer of shares chooses the objective according to which the proportion
of  members of  the underrepresented  sex among  the members  of the supervisory
board  must be  at least  40 per cent,  the general  meeting must, pursuant to §
135(6) (2)  of the Securities Market Act, set a separate individual quantitative
objective  for the management  board in order  to improve gender  balance in the
management board.

6.1. When  electing members of  the supervisory board  of AS Tallinna Sadam, the
objective  provided for  in §  135(6) (1) clause  1 of the Securities Market Act
shall  be  followed,  according  to  which  the  proportion  of  members  of the
underrepresented sex among the members of the supervisory board must be at least
40 per cent.

6.2. When  electing new members of the management board of AS Tallinna Sadam, an
individual  quantitative objective shall be set to improve gender balance in the
management  board, whereby the proportion of members of the underrepresented sex
shall  be at least  20 per cent within  five (5) years,  taking into account the
competence requirements arising from the company's strategy.

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   [email protected]
(mailto:[email protected])  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 27 April  2026. 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   [email protected]  (mailto:[email protected])  the  latest  by  27 April
2026 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
27 April 2026 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 2 to April 27 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.  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 12 April
2026, 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  alternative  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
24 April 2026.

The  video recording of the general meeting  with an English translation will be
published later on the website of Tallinna Sadam.

Yours sincerely
Management Board of Tallinna Sadam