Börsiteade

Pealkiri

Notice calling the Annual General Meeting of Shareholders

Teade

NOTICE CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear shareholder of AS Tallink Grupp,

The  management board of AS  Tallink Grupp, registration code 10238429, location
and address at Sadama 5, 10111 Tallinn, is calling the annual general meeting of
shareholders  on  30 July  2020 at  11:00 AM  (Estonian  time) at the conference
centre of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.

Registration  of the shareholders begins at 10:00 AM at the venue of the general
meeting.

The supervisory board of AS Tallink Grupp determined the following agenda of the
annual general meeting and presents the following proposals to the shareholders:

1. Approval of the annual report of the financial year 2019
To  approve the  annual report  of the  financial year  2019 of AS Tallink Grupp
presented by the management board.

2. Deciding on the distribution of profit
To   approve  the  following  profit  distribution  proposal  presented  by  the
management board of AS Tallink Grupp:
1) To  approve  the  net  profit  of  the  financial  year of 2019 in the sum of
49,718,000 euros;
2) To allocate 2,486,000 euros from the net profit to the legal reserve;
3) No dividends shall be paid to the shareholders;
4) To transfer 47,232,000 euros to the retained earnings of previous periods.

3. Authorizing the acquisition of own shares
To grant to AS Tallink Grupp the right to acquire the shares of AS Tallink Grupp
on the following conditions:
1) AS  Tallink Grupp is entitled to acquire  its own shares within five years as
from the adoption of this resolution of the general meeting;
2) The  sum of the book values of the  own shares held by AS Tallink Grupp shall
not exceed 1/10 of the share capital;
3) The  price payable for one share shall be the equal to the highest price paid
at  the Tallinn Stock Exchange for the share of AS Tallink Grupp on the day when
the share is acquired; and
4) Own shares shall be paid for from the assets exceeding the share capital, the
legal reserve and the premium.

4. Extension of  authority of the member of the supervisory board and payment of
remuneration
Due  to the  expiry of  the term  of authority  of the member of the supervisory
board  Enn  Pant  on  13.06.2020, to  extend  the  authority  of Enn Pant as the
supervisory  board member for the next  3-year term of office retroactively from
14.06.2020.
To  continue  to  remunerate  the  work  of  the  supervisory  board  members in
accordance  with  resolution  no  5 of  the 07.06.2012 annual general meeting of
shareholders of AS Tallink Grupp.

5. Appointment of  an auditor for the  financial year 2020 and the determination
of the procedure of remuneration of the auditor
To  appoint the audit firm KPMG Baltics OÜ to conduct the audit of the financial
year  2020 and to remunerate the  auditor in accordance with  the contract to be
concluded with the auditor.

_________________________

The  list of shareholders entitled to  participate in the annual general meeting
shall be determined seven calendar days before holding the general meeting, i.e.
as  at the end of the business day  of the settlement system of the registrar of
the  Estonian register of securities (Nasdaq CSD SE) and Euroclear Finland Oy on
23 July 2020 (record date).

The  documents related to  the annual general  meeting of AS  Tallink Grupp, the
documents  to be presented to  the general meeting and  the other important data
related  to  the  general  meeting,  inter  alia, the drafts of the resolutions,
annual  report of the  financial year 2019 of  AS Tallink Grupp, the supervisory
board's report, the sworn auditor's report, the profit distribution proposal and
the  substantiations presented by the shareholders regarding items on the agenda
(if  any are received) and the data concerning the candidate for the supervisory
board  member and the candidate for the  auditor, may be examined on the website
of  AS Tallink Grupp  at the address www.tallink.com/annual-general-meeting/2020
(http://www.tallink.com/annual-general-meeting/2020),  on  the  website  of  the
Tallinn      Stock      Exchange     at     the     address www.nasdaqbaltic.com
(http://www.nasdaqbaltic.com)  and  in  the  office  of  AS Tallink Grupp at the
address  Sadama 5, Tallinn, 1(st) floor, on business days from 09:00 AM to 4:00
PM  as of the notification of the general  meeting until the date of holding the
general  meeting. The information stipulated in  § 294(1) of the Commercial Code
is  available to  the shareholders  on the  website of  AS Tallink  Grupp at the
address                              www.tallink.com/annual-general-meeting/2020
(http://www.tallink.com/annual-general-meeting/2020)  until the  date of holding
the general meeting (included).

A  shareholder may ask questions concerning the matters on the agenda by sending
the respective questions to the email address [email protected].

A  shareholder has the right to receive information from the management board on
the  activities of AS Tallink Grupp at  the general meeting of AS Tallink Grupp.
The  management board  may refuse  to give  information if  there is  a basis to
presume  that this may cause  significant damage to the  interests of the public
limited  company. 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 as  from the holding of 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 1/20 of the share capital may
demand  inclusion  of  additional  issues  on  the  agenda of the annual general
meeting  if such demand  is presented no  later than 15 days  before the general
meeting  is held. The  shareholders whose shares  represent at least 1/20 of the
share  capital may submit to  the public limited company  a draft resolution for
every  item of  the agenda.  This right  may not  be exercised later than 3 days
before  the  general  meeting  is  held.  The  aforementioned documents shall be
submitted to AS Tallink Grupp in writing to the address AS Tallink Grupp, Sadama
5, 10111 Tallinn  or  be  sent  in  electronic  form (signed with a qualified e-
signature  in the meaning of eIDAS Regulation - e.g. a digital signature) to the
email address [email protected].

AS  Tallink  Grupp  does  not  enable  electronic participation in or electronic
voting at the general meeting (§ 33(1) of the General Part of the Civil Code Act
and  § 290(1 )of the Commercial Code) nor voting before the meeting (§ 298(2 )of
the Commercial Code).

Instructions for the participants in the annual general meeting:

 1. Shareholders who are registered in the share register maintained by Nasdaq
    CSD SE

We  kindly ask the shareholders, who are as at the record date registered in the
share  register maintained by Nasdaq  CSD SE and who  wish to participate in the
annual general meeting, to present the following documents for registration:

  * Shareholder who is a natural person should present an identity document
    (passport or ID card).
  * Representative of a shareholder who is a natural person should present an
    identity document (passport or ID card) and a duly signed written power of
    attorney or a power of attorney in electronic form (signed with a qualified
    e-signature in the meaning of eIDAS Regulation - e.g. a digital signature).
  * Legal representative of a shareholder who is a legal person should present
    an extract (or other similar document) from the respective business register
    in which the legal person is registered, which shows the person's right to
    represent the shareholder (legal persons registered in Estonia should
    present an extract of the commercial register registry card which has been
    made no later than 15 days before the general meeting is held; legal persons
    registered in a foreign country should present a certified extract (or other
    similar document) which is not older than 6 months), and an identity
    document of the representative (passport of ID card).
  * Authorized representative of a legal person whose right of representation
    does not show from the respective business register extract (or other
    similar document) should, in addition to the aforementioned documents,
    present a power of attorney in written or electronic form (signed with a
    qualified e-signature in the meaning of eIDAS Regulation - e.g. a digital
    signature) duly issued by the legal representative of the shareholder.

The  documents of a  shareholder who is  a legal person  registered in a foreign
country,  which have  been issued  by a  foreign official,  must be legalized or
apostilled.

A translation into Estonian prepared by a sworn translator should be attached to
the documents that are in a foreign language.

Documents in electronic form (signed with a qualified e-signature in the meaning
of  eIDAS Regulation - e.g. a digital signature)  should be sent by email to the
address [email protected] no later than 29 July 2020, 4:00 PM (Estonian time).

AS  Tallink Grupp may register an aforementioned shareholder as a participant in
the  general meeting  also in  case all  the required  data concerning the legal
person  and its  representative are  contained in  a notarized power of attorney
issued  to the representative in a foreign  country 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 (FDRs) -
    hereinafter the FDR holders)

In  order to  participate in  the annual  general meeting,  the FDR  holders are
kindly asked, for organizational purposes, to inform AS Tallink Grupp in writing
or  in a  form which  can be  reproduced in  writing of his/her/its intention to
participate  in the  annual general  meeting and  to provide  the copies  of the
documents  requested below (the originals should be presented at the meeting) no
later  than 29 July 2020, 4:00 PM (Estonian time)  by mail to the address Sadama
5, Tallinn 10111, Estonia or by email to the address [email protected].

Nordea  Bank Abp as the  FDRs agent shall issue  a power of attorney authorizing
each  FDR holder to vote at the annual  general meeting with the number of votes
corresponding  to the  number of  FDRs held  by the  FDR holder as at the record
date.  The power of attorney issued by Nordea  Bank Abp is issued with the right
to delegate the authorization.

We  kindly ask the FDR holders, who are  registered as at the record date in the
share  register  maintained  by  Euroclear  Finland  Oy  and  who  would like to
participate  in the annual general meeting,  to present for the registration the
documents indicated above in section 1 of the instructions.

FDR  holders,  who  hold  their  FDRs  on  a nominee account, should present, in
addition  to  the  aforementioned  documents,  a  power  of  attorney  issued by
his/her/its  Finnish  account  operator.  The  form  of  the respective power of
attorney  is  available  from  the  website  of  AS Tallink Grupp at the address
www.tallink.com/annual-general-meeting/2020     (https://www.tallink.com/annual-
general-meeting/2020).

The  annual  general  meeting  will  be  held  in  the  Estonian  language  with
simultaneous translation into the English language.

A  shareholder may, before the general meeting  is held, notify AS Tallink Grupp
of   the   appointment  of  a  representative  and  of  the  withdrawal  of  the
authorization by the principal by email to the address [email protected] or by
delivering  the aforementioned  documents to  the office  of AS Tallink Grupp at
Sadama 5, Tallinn, 1(st) floor on business days from 9:00 AM to 4:00 PM no later
than 29 July 2020 at 4:00 PM (Estonian time), by using the forms provided on the
website  of  AS  Tallink  Grupp  at  the address www.tallink.com/annual-general-
meeting/2020  (https://www.tallink.com/annual-general-meeting/2020). Information
about  the  procedure  for  the  appointment  of  a  representative  and for the
withdrawal  of the authorization can be found on the website of AS Tallink Grupp
at            the            address www.tallink.com/annual-general-meeting/2020
(https://www.tallink.com/annual-general-meeting/2020).


Yours faithfully,

Paavo Nõgene
Chairman of the management board


Joonas Joost
Advisor to the Management Board
Head of Investor Relations

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