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Notification of opinion of the Supervisory Board of AS Tallink Grupp in respect of voluntary takeover offer of AS Infortar

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Notification of opinion of the Supervisory Board of AS Tallink Grupp in respect
of voluntary takeover offer of AS Infortar

On 15.07.2024 AS Tallink Grupp announced opinion of the Supervisory Board in
respect of voluntary takeover offer of AS Infortar. Below we publish the AS
Tallink Grupp notice regarding the opinion of the Supervisory Board with the
opinion enclosed.


    Opinion of the Supervisory Board of AS Tallink Grupp in respect of voluntary
    takeover offer of AS Infortar

    On 02.07.2024 Aktsiaselts Infortar (register code: 10139414, the ?Offeror"), a
    shareholder of AS Tallink Grupp (the "Issuer") announced voluntary takeover offer
    in respect of all the shares of the Issuer not yet owned by the Offeror for the
    offer price of 0.55 euro per share (the "Offer"). The announcement is available
    here:
    https://view.news.eu.nasdaq.com/view?id=b80f4c3218ba9fa182dcb5e1f4ea9c1a3&lang=en&
    src=listed

    In accordance with the Securities Market Act, the Issuer hereby discloses the
    opinion of the Supervisory Board of the Issuer in respect of the Offer.

    The opinion of the Supervisory Board of AS Tallink Grupp ("Tallink") ("Supervisory
    Board") has been prepared on 15 July 2024 in accordance with § 171 (2) of the
    Securities Market Act ("SMA") and § 21 of Regulation No. 71 of the Minister of
    Finance dated 28 May 2002 "Rules for Takeover Offers" ("Rules") with regard to the
    voluntary takeover offer made by AS Infortar ("Offeror") on 2 July 2024 for the
    acquisition of all the shares of Tallink not already owned by the Offeror
    ("Offering").

    The members of the Supervisory Board of Tallink and persons who prepared this
    opinion are Enn Pant (chairman), Kalev Järvelill, Ain Hanschmidt, Eve Pant, Toivo
    Ninnas, Colin Douglas Clark and Raino Paron.

    Pursuant to § 21 (4) of the Rules, the Supervisory Board shall give its assessment
    on the impact of the takeover offer on the interests of Tallink as the target
    issuer and its employment relationships with employees. Independent members of the
    Supervisory Board who are part of the composition of the Supervisory Board for the
    purposes of § 21 (4) of the Rules shall also give their assessment on the impact
    of the takeover offer on the interests of the target issuer and its employment
    relationships with employees.

    For the purposes of § 21 of the Rules, independent members of the supervisory
    board are Colin Douglas Clark and Raino Paron.

    1. Contracts of the members of the Supervisory Board and management board of
    Tallink or other relations with the Offeror

    Chairman of the Supervisory Board Enn Pant and members Kalev Järvelill and Toivo
    Ninnas are also members of the supervisory board of the Offeror.

    Members of the Supervisory Board Eve Pant and Ain Hanschmidt are also members of
    the management board of the Offeror.

    All members of the supervisory board, except for Colin Douglas Clark and Raino
    Paron, are also shareholders (directly and indirectly) of the Offeror.

    Raino Paron is a shareholder and partner of the Offeror's legal counsel Ellex
    Raidla Advokaadibüroo OÜ. Raino Paron was not aware of the intention to make the
    takeover offer and did not participate in advising the Offeror in the preparation
    of the Offering.

    To the knowledge of the Supervisory Board, members of the management board of
    Tallink ("Management Board") and members of the Supervisory Board members have not
    entered into contracts with the Offeror.

    The major shareholders of Tallink have concluded a shareholders agreement in
    August 2006 (amended in December 2012), the parties to which are also the Offeror
    as well as Baltic Cruises whose representative Colin Douglas Clark is also a
    member of the Supervisory Board. The main terms of the agreement have been
    published in the stock exchange notice by Tallinn on 13 December 2012: Acquiring
    of qualifying holding and changes to the shareholders agreement (available here:
    https://view.news.eu.nasdaq.com/view?id=bab332af2ad98cbdbeeda02b1662a5f99&lang=et)
    Colin Douglas Clark was not aware of the intention to make the takeover offer.

    2. Election of the Supervisory Board and Management Board

    The Supervisory Board members are elected by the shareholders of Tallink pursuant
    to the articles of association of Tallink. No shareholder of Tallink has the
    special right to designate members of the Supervisory Board or nominate members of
    the Supervisory Board.

    The Management Board members are elected by the Supervisory Board pursuant to the
    articles of association of Tallink.

    3. Conflicts of interest of members of the Supervisory Board and Management Board
    and measures to mitigate the risks

    To the knowledge of the Supervisory Board, no member of the Supervisory Board or
    Management Board has the right to any compensation that would depend on the
    Offering or the results thereof and that could result in the conflict of interest
    of the members of the Management Board or Supervisory Board in relation to the
    Offering.

    Due to the fact that members of the Supervisory Board Enn Pant, Kalev Järvelill,
    Toivo Ninnas, Eve Pant and Ain Hanschmidt are also members of the Offeror's
    supervisory board or management board, there is a risk of conflict of interest,
    regardless of the lack of compensation, in a situation where the Supervisory Board
    needs to adopt resolutions with regard to the Offering. Whereas, notwithstanding
    the submission of this opinion of the Supervisory Board (which the Supervisory
    Board has submitted unanimously), the Supervisory Board has not adopted any
    resolutions with regard to the Offering and does not foresee the need to adopt any
    resolutions with regard to the Offering.

    Should it become apparent that the Supervisory Board needs to adopt any resolution
    regarding the Offering other than this opinion, the Supervisory Board shall
    analyse the risk of possible conflict of interest for the members of the
    supervisory board. In case a conflict of interest exists, the members who have a
    conflict of interest would not vote on the adoption of the relevant resolutions of
    the Supervisory Board.

    4. Assessment on the impact of the Offering

    Opinion of Enn Pant, Kalev Järvelill, Ain Hanschmidt, Eve Pant and Toivo Ninnas:

    All the above members of the Supervisory Board are of the opinion that the
    Offering does not have an adverse effect on Tallink, the interests of Tallink or
    its employment relationships with employees.

    The members of the Supervisory Board note that the price of the Offering is low
    compared to the market value of Tallink's shares, therefore, the offering is
    unlikely to be attractive for retail investors with smaller transaction volumes
    and for whom the low liquidity of the Tallinn or Helsinki stock exchange is not an
    impediment to making transactions. According to the Supervisory Board, the
    Offering could be attractive for larger investors who wish to divest for various
    reasons.

    Opinion of independent members of the Supervisory Board Colin Douglas Clark and
    Raino Paron:

    We are of the opinion that increasing the shareholding of a long-term shareholder
    of the company who has stable development in mind is in accordance with the
    interests of Tallink and its employees. In our opinion, the Offering has no
    adverse effect on Tallink, the interests of Tallink or its employment
    relationships with employees.

    Additional opinion of independent member of the Supervisory Board Raino Paron:

    I agree with the opinion of the majority of the Supervisory Board members that the
    Offering does not have an adverse effect on Tallink, the interests of Tallink or
    its employment relationships with employees. In my view the Offering may rather
    have certain positive effect on Tallink, its interests and relationships with its
    employees. The Offering may help shareholders to dispose of larger holdings of
    shares which are difficult to sell on a market with limited liquidity. An attempt
    to sell large quantities of shares on a market with limited liquidity may result
    in a long-term sale pressure of shares, resulting in a negative impact on Tallink,
    its image and its interests that is not dependent on its business or results. The
    Offering that provides all shareholders with an opportunity to sell their shares
    but does not oblige to do so would help to reduce the chances of such selling
    pressure and would therefore rather have a positive effect on Tallink, its
    interests and relationships with its employees.

    5. Intention of the members of the Supervisory Board and Management Board to
    accept the Offer

    To the knowledge of the Supervisory Board, no member of the Supervisory Board or
    Management Board intends to accept the Offer.

    6. Contracts of the members of the Supervisory Board and Management Board

    To the knowledge of the Supervisory Board, there are no agreements between Tallink
    and members of the Supervisory Board or Management Board that would provide for
    the termination of agreements or payment of compensation to the members of the
    Supervisory Board or Management Board by Tallink or a third party with regard to
    the Offering or the results thereof.

    Procedural matters

    This opinion of the Supervisory Board is made available in writing for free at
    Tallink's seat at Sadama tn 5, 1011, Tallinn, Estonia on business days from 9:00
    to 17:00 and is also published on the website of Nasdaq Tallinn Stock Exchange
    (www.nasdaqbaltic.com (http://www.nasdaqbaltic.com)) and the website of Tallink
    (https://www.tallink.com/investors/for-investors).

    If you wish to read the opinion of the Supervisory Board at Tallink's seat, please
    make an appointment by calling (+372 640 9800) or by e-mail ([email protected]
    (mailto:[email protected])) at least one business before the requested appointment
    time.



Infortar operates in six countries, the company's main fields of activity are
energy, maritime transport, and real estate. Infortar owns a 46,8% stake in AS
Tallink Grupp, a 100% stake in AS Eesti Gaas and a versatile and modern real
estate portfolio of approx. 113,000 m2. In addition to the three main areas of
activity, Infortar also operates in construction and mineral resources,
agriculture, printing, taxi business and many other areas. A total of 102
companies belong to the Infortar group: 47 subsidiaries, 5 affiliated companies
and 50 subsidiaries of affiliated companies. Excluding affiliates, Infortar
employs 1,318 people.

Additional information:

Kadri Laanvee
Investor Relations Manager
e-mail: [email protected] (mailto:[email protected])
phone: +372 5156662
https://infortar.ee/en/investor