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ADOPTION OF RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF AS TALLINNA SADAM WITHOUT CONVENING THE MEETING

Teade

Dear shareholder!

The  Management  Board  of  AS  Tallinna  Sadam, registry code 10137319, address
Sadama   25, 15051 Tallinn   (hereinafter:  Tallinna  Sadam),  proposes  to  the
shareholders  to  adopt  resolutions  of  the  shareholders  without convening a
meeting  pursuant  to  §  299(1) of  the  Commercial Code. The proposal to adopt
resolutions  without convening a  general meeting of  shareholders is due to the
restrictions  on  organizing  meetings  in  Estonia  arising  from the COVID-19
pandemic.

In order to provide information on the issues to be decided, Tallinna Sadam will
organize a webinar on 19.06.2020 at 10:00 am (EET), where Aare Tark, Chairman of
the  Supervisory Board of Tallinna Sadam; Valdo Kalm, Chairman of the Management
Board  and Veiko Tali,  Chairman of the  Nomination Committee will introduce the
draft  resolutions of the shareholders and  answer questions in Estonian. Anyone
can   take   part   in   the   webinar   via   Tallinna  Sadam  youtube  channel
(https://www.youtube.com/watch?v=cqJlJnxkDmg&feature=youtu.be). Questions to the
webinar can be submitted by sending them in advance to the e-mail [email protected]
(mailto:[email protected]) until the beginning of the webinar or in writing through
the application during the webinar.

The  list of shareholders entitled to vote for shareholders' resolutions will be
fixed  on 19.06.2020 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 Tallinna
Sadam  is 263,000,000 euros. AS Tallinna  Sadam has 263,000,000 ordinary shares,
each share giving 1 (one) vote at the voting of the decisions.

Resolutions  of the shareholders  can be voted  in the period from 22.06.2020 to
29.06.2020 (inclusive).  If a shareholder abstains, he  / she shall be deemed to
have voted against.

A shareholder has two options for giving his / her vote:

 1. By e-mail to [email protected] during the voting period, by sending a digitally
    signed or signed on paper and scanned voting ballot filled in by the voting
    shareholder or his / her authorized representative to [email protected]
    (mailto:[email protected]).
 2. By submitting or sending a filled voting ballot signed by hand by the voting
    shareholder or his / her authorized representative to the head office of
    Tallinna Sadam at Sadama 25, 15051 Tallinn so that it arrives no later than
    29.06.2020 at 16.00 (EET). In the absence of technical means, it is possible
    to fill in and sign the voting ballot at the head office Tallinna Sadam at
    the above address on working days between 9.00 and 16.00 (EET).

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.

The  proposals of the  Management Board for  the adoption of  resolutions by the
shareholders are as follows:

1. Approval of the Annual Report 2019
1.1.  To  approve the Annual  Report 2019 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 2019 in the amount of
44,403,995 euros   and   the   retained   earnings  (including  2019 profit)  of
51,262,653 euros.
2.2.  Transfer   to   statutory  capital  reserve  1,742,002 euros  pursuant  to
Commercial Code  § 160 (3).
2.3.  To  pay dividends to the shareholders  0.115 euros per share, in the total
amount of 30,245,000 euros.

The list of shareholders entitled to receive dividends will be established as at
13.07.2020 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 10.07.2020. From that day  the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2019. Dividends
shall be disbursed to the shareholders on 20.07.2020.

3. Election of members of the Supervisory Board

According  to the proposal submitted by  the Nomination Committee of AS Tallinna
Sadam:
3.1.  To  recall Aare Tark,  Raigo Uukkivi, Ahti  Kuningas, Urmas Kaarlep, Üllar
Jaaksoo,  Maarika Liivamägi from the Supervisory Board of AS Tallinna Sadam with
the end of   their term of office on 30.06.2020.
3.2.  To  appoint Aare Tark, Raigo Uukkivi,  Ahti Kuningas, Urmas Kaarlep, Üllar
Jaaksoo,  Maarika  Liivamägi,  Riho  Unt  and  Veiko  Sepp  as  members  of  the
Supervisory  Board  of AS Tallinna Sadam for the term of office from 01.07.2020
to 30.06.2022.

The  materials related to  the draft resolutions  of the shareholders (including
annual  report, auditors' report  and proposal of  the nomination committee) and
the  draft resolutions can be found and the voting ballot can be downloaded from
the  Tallinna Sadam web page https://www.ts.ee/en/investor/agm/. On working days
between  9.00 and  16.00 (EET),  it  is  possible  to  get acquainted with these
materials  and draft resolutions at  Sadama 25, 15051 Tallinn. Questions related
to  the  draft  resolutions  of  the  shareholders  can  be  sent  by  e-mail to
[email protected] (mailto:[email protected]).

The  resolutions  adopted  by  the  shareholders  will  be  published as a stock
exchange  announcement  and  on  the  website  of  Tallinna  Sadam no later than
06.07.2020 in accordance with Commercial Code § 299(1) (6).

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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