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 7 May 2024 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 of AS Tallink Grupp and presents the following proposals
to the shareholders:

1. Approval of the annual report of the financial year 2023
To  approve the  annual report  of the  financial year  2023 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 2023 in the sum of
78 872 000 euros;
2) Not to make any allocations to the mandatory legal reserve;
3) To  pay  dividends  to  the  shareholders  0.06 euros per share, in the total
amount of 44 614 143.84 euros;
4) Not  to make any allocations  for other reserves prescribed  by law or by the
articles of association.
5) To transfer 34 257 856.16 euros to the retained earnings of previous periods.
The  list of  the shareholders entitled  to the  dividend shall  be fixed  as at
20.06.2024 at  the end of the working day of the settlement system of Nasdaq CSD
Estonia.  Consequently, the day  of change of  the rights related  to the shares
(ex-dividend  date)  is  set  to  19.06.2024. From  this  day  onwards,  persons
acquiring  the  shares  will  not  have  the  right to receive dividends for the
financial year 2023.
The  dividend shall be paid to the  shareholders by transfer to the bank account
of the shareholders on 3.07.2024.
3. Appointment of  an auditor for the  financial year 2024 and the determination
of the procedure of remuneration of an auditor
To  appoint the company of auditors KPMG Baltics  OÜ to conduct the audit of the
financial  year 2024 and to remunerate the  work according to the audit contract
that shall be concluded with the auditor.

4. Determination of the of the remuneration of the supervisory Board members
To determine the remuneration fee of the Member of the Supervisory Board as from
08.05.2024:
1.Chairman of the Supervisory Board - 12 000 euros per month (gross);
2.Member of the Supervisory Board - 7 000 Euros per month (gross).

5. Extension of authority of the Member of the Supervisory Board Kalev Järvelill
Due  to the  expiry of  the term  of authority  of the Member of the Supervisory
Board of AS Tallink Grupp Kalev Järvelill on 13.06.2024, to extend the authority
of  Kalev Järvelill as  the Supervisory Board  Member for the  next 3-year term,
which is until 13.06.2027.

6. Amendment of the Articles of Association
To  amend the second sentence of the Article 2.4. of the Articles of Association
of AS Tallink Grupp and word it as follows:

"Supervisory  board shall be authorised within 3 years as from 1 January 2025 to
increase  the share capital by 35 000 000 euros, increasing the share capital up
to 384 477 460,08 euros."

Approve  the new  version of  the Articles  of Association  as presented  to the
general meeting of shareholders.

7. Issuance  on options  as part  of the  Option program  to the  Members of the
Supervisory Board
To  approve  the  issuing  of  options  as  part  of the option program ("Option
Program")  to the Members  of the Supervisory  Board of AS  Tallink Grupp and to
conclude  the Agreements  of Share  Option in  accordance with  the terms of the
Option  Program approved  by the  General Meeting  of shareholders of AS Tallink
Grupp on 13.06.2023 and 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
    second year of the Option Program (period 13 June 2024 to 13 June 2025).
 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
    second year of the Option Program (period 13 June 2024 to 13 June 2025).
 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
    second year of the Option Program (period 13 June 2024 to 13 June 2025).
 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
    second year of the Option Program (period 13 June 2024 to 13 June 2025).
 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
    second year of the Option Program (period 13 June 2024 to 13 June 2025).
 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
    second year of the Option Program (period 13 June 2024 to 13 June 2025).
 7. To appoint the Chairman of the Management Board of AS Tallink Grupp Paavo
    Nõgene as the representative of AS Tallink Grupp when concluding the
    Agreements of Share Option with the abovementioned Members of the
    Supervisory Board.

___________________________________

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
30 April 2024 (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 2023 of AS Tallink Grupp, the
supervisory  board's report, the sworn auditor's report, the proposal for profit
distribution  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   (http://www.tallink.com/annual-general-
meeting),   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
(http://www.tallink.com/annual-general-meeting)  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  Regulation  (EU)  No  910/2014 of  the European
Parliament  and of the Council - 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.
  * 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 is not
    older than 15 days; 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 (i.e.
    the extract and the identity document), present a written power of attorney
    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  (unless otherwise foreseen in  an applicable international agreement
or convention).

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

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 registration
of the shareholders on the day of the meeting) no later than 6 May 2024, 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 (in addition to the
documents indicated in section 2 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   (http://www.tallink.com/annual-general-
meeting).

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 6 May 2024 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   (http://www.tallink.com/annual-
general-meeting).  Information  about  the  procedure  for  the appointment of a
representative  and  for  the  withdrawal  of  the authorization (including form
requirements)  can  be  found  on  the  website  of  AS  Tallink  Grupp  at  the
address www.tallink.com/annual-general-meeting   (http://www.tallink.com/annual-
general-meeting).

Yours faithfully,

Paavo Nõgene
Chairman of the Management Board

Anneli Simm
Investor Relations Manager

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