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, registry code 10137319, address
Sadama   25, 15051 Tallinn,   hereby   calls   the  annual  general  meeting  of
shareholders,  to be  held at  10.00 on 14 May  2019 in Kultuurikatel (Põhja pst
27a, Tallinn).

The  list of shareholders entitled to  participate at the annual general meeting
will  be established 7 (seven) days before the general meeting, i.e. as at 7 May
2019 at the end of the working 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.

Registration  of participants will start  at the venue of  the meeting on 14 May
2019 at   9.00 and  will  end  at  9.50. We  kindly  ask  all  shareholders  and
representatives  to  arrive  in  a  timely  manner, taking into account the time
required for registration.

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 AS  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 AS
Tallinna  Sadam location  at Sadama  25, 15051 Tallinn, on  working days between
9.00 and  16.00 the latest  by 16.00 on  10 May 2019. The authorisation document
form  example is available for  the shareholder on AS  Tallinna Sadam website at
investor.ts.ee (https://investor.ts.ee/en/agm/).

Pursuant  to 16 April  2019 resolution of  the Supervisory  Board of AS Tallinna
Sadam  the  agenda  of  the  annual  general  meeting  and  the proposals of the
Supervisory Board are:

1.     Approval of the Annual Report 2018
1.1.  To approve the Annual Report 2018 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 2018 in the amount of
24 423 303 euros and the retained earnings of 42 100 654 euros.
2.2.  To pay dividends to the shareholders 0.134 euros per share, in the total
amount of 35 242 000 euros.

The list of shareholders entitled to receive dividends will be established as at
28 May   2019 at   the  end  of  the  working  day  of  the  settlement  system.
Consequently, the day of change of the rights related to the shares (ex-dividend
date)  is set to 27 May 2019. From that day the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2018. Dividends
shall be disbursed to the shareholders on 4 June 2019.

3.     Change of the Rules of Procedure of the Supervisory Board
3.1.  To invalidate the rules of procedure of the Supervisory Board of AS
Tallinna Sadam approved by the decision of the sole shareholder on 25 April
2011.
3.2.  To approve the rules of procedure of the Supervisory Board of AS Tallinna
Sadam in the new version as submitted to the general meeting.

4.     Formation of the Nomination Committee of the members of the Supervisory
Board
4.1.  To establish a five-member nomination committee for nominating the members
of the Supervisory Board of AS Tallinna Sadam.

The  materials of the annual general meeting (including annual report, auditors'
report and profit allocation proposal), the drafts of the resolutions, and other
documents  presented  to  the  general  meeting  may be examined on the investor
webpage    of    AS    Tallinna    Sadam    by    the   address   investor.ts.ee
(https://investor.ts.ee/en/agm/)  and in the office of  AS Tallinna Sadam at the
address  Sadama 25, 15051 Tallinn on business days from 9.00 to 16.00. Questions
concerning  the  items  on  the  agenda  may  be  sent  on  the  e-mail  address
[email protected] (mailto:[email protected]).

A  shareholder  shall  have  the  right  to  receive  from  the Management Board
information  on the activities of AS Tallinna  Sadam at the general meeting. The
Management  Board may refuse to give information,  if there is reason to presume
that  this may cause significant  damage to the interests  of AS Tallinna Sadam.
Where the Management Board refuses to give information, a shareholder may demand
that  the legality of the shareholder's demand be decided by the general meeting
or  submit, within 2 (two) weeks  after the refusal, a  petition to a court in a
proceeding  on  petition  in  order  to  obligate  the  Management Board to give
information.

Shareholders,  whose shares represent at least 1/20 (one-twentieth) of the share
capital  of AS 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 (fifteen) days prior to the general meeting, i.e. at the
latest   by   23:59 on  29 April  2019, 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 (one-twentieth) of the share
capital  of AS  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 3 (three) days before the general meeting.

After  the general meeting, the shareholders who  have taken part in the general
meeting  will have the opportunity to participate in  a bus tour of the Old City
Harbour  belonging to AS Tallinna Sadam.  To participate, please register on the
website:  investor.ts.ee (https://investor.ts.ee/en/agm/)  the latest  by 10 May
2019.

Yours sincerely
The Management Board of AS Tallinna Sadam

Additional information:

Marju Zirel
Head of Investor Relations
AS Tallinna Sadam
[email protected]
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