Börsiteade

Pealkiri

Resolutions of the Annual General Meeting of AS Tallinna Sadam

Teade

The  annual general meeting  of AS Tallinna  Sadam (hereinafter: Tallinna Sadam)
was  held on 28 April 2025 at  14.00 in the cruise terminal  at Old City Harbour
(Logi street 4/2, Tallinn).

The  notice on calling the annual general meeting was published on 2 April 2025
in   the   stock   exchange   information  system,  on  Tallinna  Sadam  website
https://www.ts.ee/en/investor/agm/  and in the  daily newspaper "Postimees". The
list  of shareholders entitled to participate  at the annual general meeting was
fixed  as of  21 April 2026 at  the end  of the  business day  of the Nasdaq CSD
settlement system.

A  total of  75 shareholders participated  and were  represented at the meeting,
with  their corresponding shares representing a total of 193,017,406 votes. This
means  73,39% of the votes determined by shares were represented at the meeting.
Shareholders  who  voted  before  the  general  meeting  are  considered  to  be
participating  in the general  meeting, and the  votes represented by the shares
owned by the shareholder are included in the quorum of the general meeting.

The annual general meeting of the shareholders of AS Tallinna Sadam resolved:

 1. Approval of the Annual Report 2025

With  192,987,154, i.e.  99.98% votes  in  favour,  to approve the Annual Report
2025 of AS Tallinna Sadam, as presented to the general meeting.

 1. Profit allocation

With   193,008,251, i.e.   100.00% votes   in  favour,  to  approve  the  profit
distribution  proposal  of  2025 and  dividend  payment  of AS Tallinna Sadam as
follows:

     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

With 192,977,847,  i.e.  99.98% votes  in  favour,  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 members of the supervisory board

With 192,926,934, i.e. 99.95% votes in favour,

     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..
     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

With 192,930,103, i.e. 99.95% votes in favour, 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

With 192,765,037, i.e. 99.87% votes in favour, to approve the following
principles to ensure gender balance in the Governing Bodies:

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.

The  materials of the general  meeting are available at  Tallinna Sadam web page
https://www.ts.ee/en/investor/agm/  to  which  we  will  add  the minutes of the
general  meeting no  later than  5 May and  the video  recording in Estonian and
English by 12 May.

Tallinna  Sadam is one of the largest cargo- and passenger port complexes in the
Baltic Sea region. 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  offshore services in  Estonia and projects  abroad. Tallinna Sadam group is
also  a  shareholder  of  an  associate  AS  Green  Marine, which provides waste
management services.

Additional information:

Andrus Ait
Chief Financial Officer
Tel. +372 526 0735
[email protected] (mailto:[email protected])