Börsiteade

Pealkiri

Notice calling Annual General Meeting

Teade

Dear Shareholder of AS Tallink Grupp!

The  Management Board of AS  Tallink Grupp, registration code 10238429, location
and  the address  at Sadama  5/7, 10111 Tallinn, is  calling the  Annual General
Meeting  of  Shareholders  on  23 May  2019 at  11:00 AM  (Estonian time) in the
conference centre of Tallink SPA & Conference Hotel, at the address Sadama 11a,
Tallinn.

Registration of participants at the Annual General Meeting begins at 10:00 AM.

Agenda  of the Annual General Meeting and the proposals of the Supervisory Board
regarding the points of agenda:

1. Approval of the annual report of the financial year 2018
To  approve the  annual report  of the  financial year  2018 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 2018 in the sum of
40,049,000 euros;
2) To allocate  2,003,000 euros from  the  net  profit  to  the  mandatory legal
reserve;
3) To  pay  dividends  to  the  shareholders  0.05 euros per share, in the total
amount of 33,494,000 euros.
4) 4,552,000 euros to be transferred to the retained earnings.

The  list of  the shareholders entitled  to the  dividend shall  be fixed  as at
20.06.2019 at the end of the working day of the settlement system.
The  dividend shall be paid to the  shareholders by transfer to the bank account
of the shareholders on 3.07.2019.

3. Amendment of the Articles of Association
3.1. To  amend  Article  2.1. of  the  Articles  of  Association  and word it as
follows:
"The  amount of the minimum  share capital of the  company shall be 310,000,000
euros. The maximum capital of the company shall be 1,240,000,000 euros."
3.2. To amend the second sentence of Article 2.1. of the Articles of Association
and word it as follows:
"Supervisory  board shall  be authorised  within 3 years  as from 1 July 2019 to
increase  the share capital by 25,000,000 euros, increasing the share capital up
to 339,844,558.80 euros.

4. Reduction of share capital
4.1 The reason for reducing the share capital is improving the capital structure
and  favouring the return  on equity. Company  has no need  to own share capital
within  the registered amount  and the requirements  that legislation imposes on
share capital will also be fulfilled in the case of the reduced share capital.
4.2. The share capital shall be reduced as follows:
4.2.1. the  share capital shall be reduced by the reduction of the book value of
the  shares by 0.07 euros per share, as a  result of which the book value of one
share  shall be reduced from 0.54 euros  to 0.47 euros, whereas the total number
of the shares shall remain the same (i.e. 669,882,040 shares) and the book value
of  shares  shall  be  reduced  proportionately  to  the  reduction of the share
capital. Based on the foregoing, the share capital of the public limited company
shall  decrease  from  361,736,301.60 euros by  46,891,742.80 euros, and the new
share capital shall be 314,844,558.80 euros;
4.2.2. in  connection with the  reduction of the  share capital the shareholders
will  be made monetary  payments in the  amount of 0.07 euros  per share, in the
total  amount of 46 891 742,80 euros,  within the term  provided by law, but not
earlier  than 3 (three) months  after the  entry of  the reduction  of the share
capital in the commercial register;
4.2.3. the  list of shareholders  entitled to receive  the payments arising from
the reduction of the book values of the shares shall be fixed at 20 June 2019 at
the end of the working day of the settlement system.

5. Extension of authority of the members of the supervisory board
Due  to the expiry  of the term  of authority of  the members of the supervisory
board  Ain  Hanschmidt,  Colin  Douglas  Clark,  Eve  Pant  and  Toivo Ninnas on
17.09.2019:
5.1. To  extend the authorities of Ain Hanschmidt, Colin Douglas Clark, Eve Pant
and  Toivo Ninnas as the  supervisory board members for  the next 3-year term of
office from 18.09.2019.
5.2. The  term of office of the supervisory board member Lauri Kustaa Äimä shall
not be extended and shall terminate on 17.09.2019.

6. Election of the member of the supervisory board.
6.1. To  elect Raino  Paron as  the new  member of  the supervisory  board of AS
Tallink Grupp from 18.09.2019.

7. Remuneration for work of the members of supervisory board
7.1 To  remunerate the work of the members  of the supervisory board pursuant to
the  resolution no 5 of 07.06.2012 of the Annual General Meeting of shareholders
of AS Tallink Grupp.

8. Appointment  of an auditor for the  financial year 2019 and the determination
of the procedure of remuneration of an auditor
8.1. To  appoint the company of auditors KPMG Baltics OÜ to conduct the audit of
the financial year 2019.
8.2. The auditor shall be remunerated according to the audit contract that shall
be concluded with the auditor.



The list of shareholders entitled to participate at the Annual General Meeting
shall be determined seven days before the date of the Annual General Meeting,
i.e. as at 16 May 2019, as at the end of the working day of the settlement
system (record date).

The  materials  of  the  Annual  General  Meeting,  including  the drafts of the
resolutions,  annual report of the financial  year 2018 of AS Tallink Grupp, the
auditors'  report,  the  profit  distribution  proposal  may  be examined on the
website    of    AS    Tallink    Grupp    by    the   address   www.tallink.com
(http://www.tallink.com/),  on  the  website  of  Tallinn  Stock Exchange by the
address  https://www.nasdaqbaltic.com and in  the office of  AS Tallink Grupp at
the  address Sadama 5/7, Tallinn,  1st Floor, on business  days from 09:00 AM to
4:00 PM  as of the notification  of the Annual General  Meeting until the day of
the Annual General Meeting.

Questions  concerning the items on the agenda  may be sent on the e-mail address
[email protected] (mailto:[email protected]).

A  shareholder has the right to receive  information on the activities of the AS
Tallink  Grupp from the  Management Board at  the General Meeting  of AS Tallink
Grupp.  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 after 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  one-twentieth of  the share
capital  may  demand  an  inclusion  of  additional  issues on the agenda of the
General  Meeting if such demand is presented  at least 15 days prior to the date
of  the  General  Meeting.  The  above-mentioned  documents  shall be sent to AS
Tallink  Grupp in writing on the  address: AS Tallink Grupp, Sadama 5/7, 10111,
Tallinn.

The  shareholders whose  shares represent  at least  one-twentieth of  the share
capital  may submit to AS Tallink Grupp a draft resolution for every item of the
agenda.  This right may not be exercised after 3 days before holding the General
Meeting.

Instructions for the participants in the Annual General Meeting:

 1. Shareholders registered in the share register maintained by Nasdaq CSD Eesti
    filiaal

Each  shareholder, who is registered as at  the record date in the shareholders'
register  of the company held by Nasdaq CSD Eesti filiaal, and who would like to
participate  in the Annual  General Meeting, shall  for the registration provide
the following:

  * an identity document (Passport or ID Card) for natural person shareholders;
    for a representative of a natural person shareholder - an identity document
    (Passport or ID Card) and the duly signed written Power of Attorney.
  * legal representative of legal person shareholder is required to provide an
    excerpt (or other similar document) from an appropriate commercial
    (companies') register where the legal person is registered, which identifies
    the individual's right to represent the shareholder (legal representation)
    (Estonian legal persons to provide an extract of the company's registry
    card, issued not more than 15 days prior to the date of the General Meeting)
    and a valid personal identity document of the representative (Passport or ID
    Card). The authorized representative of a shareholder (legal person) whose
    right of representation is not reflected in the relevant excerpt (or other
    similar document) of the commercial (companies') registry shall present, in
    addition to the documents listed hereinabove, the written Power of Attorney
    duly issued by the legal representative of the shareholder (authorities
    granted by transaction).

The documents of a shareholder registered abroad shall be legalised or certified
with  apostille  unless  an  international  agreement  stipulates  otherwise. AS
Tallink  Grupp  is  entitled  to  register  the above-mentioned shareholder as a
participant  also in  case all  the requisite  data of  the legal person and its
representative are contained in a Power of Attorney issued to the representative
and  certified by a notary public abroad and the Power of Attorney is acceptable
in Estonia.

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

In  order to vote at  the Annual General Meeting  the FDR holders are asked, for
organisational  reasons, to  inform the  company in  writing of the intention to
attend  the Annual General  Meeting and to  provide the copies  of the documents
requested  below  (the  originals  shall  be  taken  to  the  meeting) by 22 May
2019, 16:00 (Estonian  time)  at  the  latest  (by  mail  to Sadama 5/7, Tallinn
10111, Estonia  or e-mail  to [email protected] (mailto:[email protected])).
The  Annual  General  Meeting  will  be  held  in  the  Estonian  language  with
simultaneous translation into the English language.

Nordea  Bank  Abp,  as  the  FDR  issuer,  shall  provide  a  Power of Attorney,
authorising  each FDR  holder to  vote at  the Annual  General Meeting  with the
number  of votes corresponding to the depository  receipts held by an FDR holder
at  the record date. The Power of Attorney provided by Nordea Bank Abp is issued
with the right to further delegation.

Each  FDR holder, who is  registered as at the  record date in the shareholders'
register  held by Euroclear Finland Oy, and who would like to participate in the
Annual General Meeting, shall for the registration provide the following:

  * an identity document (Passport or ID Card) for natural person FDR holder;
    for a representative of a natural person FDR holder - an identity document
    (Passport or ID Card) and the duly signed written Power of Attorney.
  * legal representative of legal person FDR holder is required to provide an
    excerpt (or other similar document) from an appropriate commercial
    (companies') register where the legal person is registered, which identifies
    the individual's right to represent the FDR holder (legal
    representation),and a valid personal identity document of the representative
    (Passport or ID Card); if the type of representation is other than legal
    representation reflected on the relevant excerpt from an appropriate
    commercial (companies') register, a written Power of Attorney issued by the
    legal representative of the FDR holder must also be provided (authorities
    granted by transaction), as well as the representative's passport or
    identity card (ID-card). Please note that the excerpt (or other similar
    document) of a legal person should be certified by the respective commercial
    (companies') register (or a notary in case the register does not certify
    copies) and also legalised (process of validation of signature) or certified
    with apostille unless an international agreement stipulates otherwise
    (registration certificates issued in Finland always require certification
    with apostille).

Nominee registered FDR holders need to in addition to the documents listed above
provide an additional Power of Attorney from their Finnish Account Operator. The
form  of such  Power of  Attorney is  available on  the website  of the company:
www.tallink.com (http://www.tallink.com/)

A  shareholder may notify AS Tallink Grupp of the nomination of a representative
and  of the  withdrawal of  the authorization  prior to  the date of the General
Meeting  on the e-mail address: [email protected] (mailto:[email protected])
or  by bringing the above mentioned documents  to the office of AS Tallink Grupp
at  Sadama 5/7, Tallinn,  4(th) Floor on  business days  from 9:00 AM to 4:00 PM
latest  by 22(nd) of May  2019 at 4:00 PM (Estonian  time) and the  forms of the
documents  provided for  on the  website of  AS Tallink Grupp at www.tallink.com
(http://www.tallink.com/) shall be used. The information about the nomination of
a  representative and of the withdrawal of the authorization can be found on the
website of AS Tallink Grupp at www.tallink.com (http://www.tallink.com/).



Sincerely Yours
Management Board of AS Tallink Grupp



Joonas Joost
Advisor to the Management Board
Head of Investor Relations

AS Tallink Grupp
Sadama 5/7
10111 Tallinn, Estonia
E-mail [email protected]