Börsiteade

Pealkiri

Notice calling the Annual General Meeting of Shareholders

Teade

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  15 June  2021 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 2020
To  approve the  annual report  of the  financial year  2020 of AS Tallink Grupp
presented by the management board.

2. Resolution of covering the loss
To approve the proposal presented by the management board of AS Tallink Grupp:
1) To  approve  the  net  loss  of  the  financial year of 2020 in the amount of
108,308,000 euros  and to cover  the net  loss with  the retained  earnings from
previous periods;
2) No dividend distribution to the shareholders.

3. Amendment of the Articles of Association
The  management board  has proposed  to grant  to the  supervisory board  of the
company  the  right  to  increase  the  share  capital  to a greater extent than
provided  in the current version of the articles of association. Pursuant to the
proposal  the supervisory board  shall be authorised  within 3 years to increase
the  share  capital  by  up  to  35,000,000 euros,  that  gives the company more
flexibility  and  grants  the  possibility  to  react more swiftly to the market
changes  and in case  of need to  adopt resolution on  the increase of the share
capital  of the  company in  order to  strengthen the  financial position of the
company.  The  exact  extent  of  the  share capital increase (within the limits
provided  in the articles of association) and the terms thereof shall be decided
by the supervisory board as appropriate.

Taking  into  account  the  above  the  supervisory  board proposes to amend the
articles of association as follows:

To  amend the second sentence of Article 2.4. of the Articles of Association and
word it as follows:

"Supervisory  board shall  be authorised  within 3 years  as from 1 July 2021 to
increase  the  share  capital  by  up  to 35,000,000 euros, increasing the share
capital up to 349,844,558.80 euros."

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  Kalev Järvelill on 12.06.2021, extend  the authorities of Kalev Järvelill
as the supervisory board member for the next 3-year term of office retroactively
from 13.06.2021.

To continue the remuneration 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.

5. Appointment of  an auditor for the  financial year 2021 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  2021 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
8 June 2021 (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
information  related  to  the  general  meeting,  inter  alia, the drafts of the
resolutions,  annual report of the financial  year 2020 of AS Tallink Grupp, the
supervisory  board's  report,  the  sworn  auditor's  report,  the  proposal for
covering of loss and the substantiations presented by the shareholders regarding
items  on the agenda  (if any are  received) and the  information 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/2021      (http://www.tallink.com/annual-
general-meeting/2021),  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/2021
(http://www.tallink.com/annual-general-meeting/2021)  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]
(mailto:[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] (mailto:[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] (mailto:[email protected]) no  later than 14 June
2021, 4:00 PM  (Estonian time).  The documents  that arrive  later shall  not be
accepted.

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.



2. 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 14 June 2021, 4:00 PM (Estonian time)  by mail to the address Sadama
5, Tallinn   10111, Estonia  or  by  email  to  the  address [email protected]
(mailto:[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/2021      (http://www.tallink.com/annual-
general-meeting/2021).

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]
(mailto:[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 14 June 2021 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/2021
(http://www.tallink.com/annual-general-meeting/2021).   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/2021
(http://www.tallink.com/annual-general-meeting/2021).



Yours faithfully,

Paavo Nõgene
Chairman of the management board



Joonas Joost
Financial Director

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