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Resolutions of the Annual General Meeting of Shareholders of AS Tallink Grupp

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AS  Tallink Grupp  (registration code  10238429, location and  address at Sadama
5, 10111 Tallinn)  held its  Annual General  Meeting of  Shareholders on 13 June
2023 at 11 AM at the conference centre of Tallink SPA & Conference Hotel, at the
address Sadama 11a, Tallinn.

89 shareholders  were registered as  attending at the  Annual General Meeting of
Shareholders,  who  owned  557,342,164 votes/shares  (the  amount of represented
share  capital  261,950,817 EUR),  forming  74.95% of  AS  Tallink  Grupp  share
capital.

Resolutions adopted at the meeting:

1. To  approve the annual report of the  financial year 2022 of AS Tallink Grupp
presented by the management board

In favour of the resolution voted 99.58% of the votes represented at the meeting
(555,018,806 votes).

2. To  approve following profit allocation proposal of AS Tallink Grupp prepared
by the management board:

1) To approve the net profit of the financial year of 2022 in the sum of
13 935 000 euros;

2) To allocate 2 789 000 euros from the net profit to the mandatory legal
reserve;

3) No dividends shall be paid to the shareholders;

4) Not to make any allocations for other reserves prescribed by law or by the
articles of association.

5) To transfer 11 146 000 euros to the retained earnings of previous periods.

In favour of the resolution voted 92.56% of the votes represented at the meeting
(515,888,408 votes).

3. To appoint the company of auditors KPMG Baltics OÜ to conduct the audit of
the financial year 2023 and to remunerate the work according to the audit
contract that shall be concluded with the auditor.

In favour of the resolution voted 98.46% of the votes represented at the meeting
(548,769,650 votes).

4. Due to the expiry of the term of authority of the Member of the Supervisory
Board Enn Pant on 13.06.2023, to extend the authority of Enn Pant as the
Supervisory Board Member for the next 3-year term, which is until 13.06.2026.

In favour of the resolution voted 97.32% of the votes represented at the meeting
(542,380,885 votes).

To remunerate the work of the Supervisory Board Member in accordance with
resolution no 5 of the 07.06.2012 Annual General Meeting of Shareholders of AS
Tallink Grupp.

In favour of the resolution voted 97.31% of the votes represented at the meeting
(542,329,978 votes).

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

"Supervisory  board shall be authorised within 3 years as from 1 January 2024 to
increase  the share capital by 35 000 000 euros, increasing the share capital up
to 384 477 460,08 euros."

In favour of the resolution voted 99.99% of the votes represented at the meeting
(557,284,141 votes).

6. To approve the share option program of AS Tallink Grupp (hereinafter the
Option Program) and to grant the Supervisory Board of AS Tallink Grupp the right
to execute the Option Program upon the following terms and conditions:

1. The aim of the Option Program is to motivate the management and senior staff
of AS Tallink Grupp and companies belonging to the same group by including them
as shareholders and enabling the management and senior employees to benefit from
the increase of the value of the shares resulting from their contribution.

2. Persons entitled to participate in the Option Program are:

2.1. Members of the Supervisory Board of AS Tallink Grupp, to whom no more than
1 500 000 (one million five hundred thousand) share options may be issued per
each member during the term of the Option Program, while the exact distribution
among the Members of the Supervisory Board is decided by the General Meeting of
Shareholders of AS Tallink Grupp with a separate decision;

2.2. Members of the Management Board of AS Tallink Grupp appointed by the
Supervisory Board of AS Tallink Grupp;

2.3. AS Tallink Grupp senior employees and the members of the managing bodies
and the senior employees of the companies that belong to the same group with AS
Tallink Grupp, appointed by the Supervisory Board of AS Tallink Grupp or, in
case the Supervisory Board of AS Tallink Grupp has delegated such right to the
Management Board of AS Tallink Grupp, by the Management Board.

3. No more than 1 500 000 (one million five hundred thousand) share options may
be issued to one person entitled to a share option under the Option Program.

4. Share options are issued free of charge to the person entitled to receive
them.

5. The Option Program shall have the term of 3 (three) years, to which the 3-
year vesting period is added. On the basis of the Option Program, share options
can be issued and Agreements of Share Option can be concluded from 13 June 2023
to 13 June 2026. The exercising of the issued share options and the acquisition
of the shares underlying it by the entitled person is not possible before 3
(three) years have passed of the issuance of the share option.

6. The execution of the terms and conditions of the Option Program and the
procedure on implementation of the share option shall be determined in the
Agreement of Share Option concluded between AS Tallink Grupp and the entitled
person. When determining the terms and conditions of the Agreement of Share
Option, the terms and conditions set forth in this decision shall be taken into
account.

7. The person entitled to the share option does not have the right to transfer
or encumber the share options issued to him/her.

8. Share options are inheritable.

9. AS Tallink Grupp has the right to issue a total of up to 22 307 071 share
options for the acquisition of 22 307 071 ordinary shares (ISIN EE3100004466)
within the Option Program, which represent a total of up to 3% of AS Tallink
Grupp's share capital. Exercising of share options and issuance of shares is
carried out by increasing the share capital of AS Tallink Grupp and issuing new
shares, which is decided by the General Meeting of Shareholders of AS Tallink
Grupp or by the Supervisory Board of AS Tallink Grupp on the basis of the
decision of the General Meeting of Shareholders of AS Tallink Grupp. To fulfill
the terms and conditions of the Option Program, up to 22 307 071 AS Tallink
Grupp shares will be issued.

10. Each share option issued in the Option Program entitles the entitled person
to acquire 1 (one) share of AS Tallink Grupp (ISIN EE3100004466) at a price
equal to the accounting value of the share at the time of exercise of the share
option (0,47 euros per share as of the moment of approval of the terms and
conditions of the Option Program).

11. AS Tallink Grupp shares acquired within the Option Program give the right to
receive dividends on the same financial year when the shares were acquired by
the entitled person and if it is decided to pay dividends.

12. As regards the share options, to exclude the pre-emptive right of
shareholders to subscribe to new shares issued for the compliance with the
conditions of the Option Program.

13. When establishing the Option Program, the Supervisory Board of AS Tallink
Grupp has the right to specify the terms and conditions and the schedule of the
Option Program, guided by the terms and conditions stipulated by this decision.
The execution of the Option Program is organised by AS Tallink Grupp's
Supervisory Board, which will resolve all issues related to the Option Program.

14. With the approval of this Option Program, the share option program approved
at the General Meeting of Shareholders of AS Tallink Grupp held on 9 June 2015
becomes invalid.

In favour of the resolution voted 97.83% of the votes represented at the meeting
(545,250,053 votes).

7. To approve the issuing of options as part of the Option Program to the
Members of the Supervisory Board of AS Tallink Grupp and to conclude the
Agreements of Share Option as follows:

1. The Member of the Supervisory Board Enn Pant has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares) for the first
year of the Option Program (period 13 June 2023 to 13 June 2024).

2. The Member of the Supervisory Board Ain Hanschmidt has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares) for the first
year of the Option Program (period 13 June 2023 to 13 June 2024).

3. The Member of the Supervisory Board Eve Pant has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares) for the first
year of the Option Program (period 13 June 2023 to 13 June 2024).

4. The Member of the Supervisory Board Raino Paron has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares) for the first
year of the Option Program (period 13 June 2023 to 13 June 2024).

5. The Member of the Supervisory Board Toivo Ninnas has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares) for the first
year of the Option Program (period 13 June 2023 to 13 June 2024).

6. The Member of the Supervisory Board Kalev Järvelill has the right to acquire
300 000 options (which gives the right to acquire 300 000 shares) for the first
year of the Option Program (period 13 June 2023 to 13 June 2024).

7. To appoint the Chairman of the Management Board of AS Tallink Grupp as the
representative of AS Tallink Grupp when concluding the Agreements of Share
Option with the above-mentioned Members of the Supervisory Board.

In favour of the resolution voted 88.80% of the votes represented at the meeting
(484,622,013 votes).



Anneli Simm
Investor Relations Coordinator

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