Börsiteade

Pealkiri

Notice on Calling the Annual General Meeting of Shareholders of as Tallinna Sadam

Teade

Dear shareholder!

The  management  board  of  AS  Tallinna  Sadam  (hereinafter:  Tallinna Sadam),
registry  code  10137319, address  Sadama  25, 15051 Tallinn,  hereby  calls the
annual  general meeting of shareholders, to be held at 14.00 on 24 April 2025 in
the atrium of head office of Tallinna Sadam (Sadama 25, Tallinn).

Registration  of participants will start at the venue of the meeting on 24 April
2025 at  13.15. The list of  shareholders entitled to  participate at the annual
general meeting will be fixed seven days before the general meeting, i.e., as of
17 April  2025 at  the  end  of  the  business  day of the Nasdaq CSD settlement
system.

As  of the date of publication of this  notice, the share capital of AS Tallinna
Sadam  is 263,000,000 euros. AS Tallinna  Sadam has 263,000,000 ordinary shares,
each share giving 1 (one) vote at the general meeting.

In  addition  to  participating  at  the  meeting, the shareholders can vote the
resolutions  of the general meeting by e-mail or mail before the general meeting
by sending a completed and signed ballot to the management board by 12:00 on 23
April at the latest. Ballots received by the management board after the deadline
mentioned  above will not be considered.  More detailed information is indicated
below in the notice under organizational issues.

The  supervisory board of Tallinna Sadam has determined the agenda of the annual
general meeting and submits the following proposals to the shareholders:

 1. Approval of the Annual Report 2024

     1. To approve the Annual Report 2024 of AS Tallinna Sadam, as presented to
        the general meeting.

 1. Profit allocation

     1. To approve the net profit of the financial year of 2024 in the amount of
        19,152,928 euros and the retained earnings (including 2024 profit) of
        46,831,353 euros.
     2. Transfer to statutory capital reserve 544,210 euros.
     3. To pay dividends to the shareholders 0.073 euros per share, in the total
        amount of 19,199,000 euros.

The list of shareholders entitled to receive dividends will be established as at
9 May   2025 at   the  end  of  the  business  day  of  the  settlement  system.
Consequently, the day of change of the rights related to the shares (ex-dividend
date)  is set to 8 May 2025. From that  day the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2024. Dividends
shall be disbursed to the shareholders on 16 May 2025.

 1. Appointment of the auditor

     1. To appoint the company of auditors AS PricewaterhouseCoopers (registry
        code 10142876) to conduct the audit of AS Tallinna Sadam for the
        financial year 2025 and to remunerate the company of auditors in
        accordance with the offer made by the company of auditors in the public
        procurement (public procurement 258237).

According  to the terms of  the procurement, AS Tallinna  Sadam has the right to
extend the procurement contract for the audit of the financial year 2025.

 1. Election of the members of the supervisory board

In  connection  with  the  end  of  the  term  of  office  (30 June 2025) of the
supervisory board members of AS Tallinna Sadam Riho Unt, Kaur Kajak, Ain Tatter,
Marek  Helm, Risto Mäeots, Maarika  Honkonen and Veiko Sepp  and pursuant to the
proposal made by the nomination committee of AS Tallinna Sadam:

To  appoint Priit  Perens, Meelike  Paalberg, Anneli  Heinsoo, Teele Lepp, Marek
Helm,  Kaur Kajak and  Sander Salmu, as  members of the  supervisory board of AS
Tallinna Sadam for the term of office from 1 July 2025 to 30 June 2028.

To  appoint Priit Perens as  chairman of the supervisory  board starting from 1
July 2025.

The  terms of office of  the members of the  supervisory board Riho Unt, Maarika
Honkonen,  Risto Mäeots, Ain Tatter and Veiko Sepp will not be extended and will
expire on 30 June 2025.

Organizational issues

For  registration to the  general meeting, we  kindly ask participants to submit
the following documents:

 1. shareholders who are natural persons are required to submit their identity
    document; representatives must also submit a valid written authorisation in
    Estonian or in English;
 2. legal representatives of shareholders who are legal persons are required to
    submit their identity document; authorised representatives must also submit
    a valid written authorisation in Estonian or in English. If the legal person
    has not been registered in the Estonian Commercial Register, we kindly
    request submission of a valid extract of the register in which the legal
    person has been registered and under which the representative is authorised
    to represent the shareholder (legal authorisation). The extract must be
    prepared in English or translated into English by a sworn translator or
    authority equivalent to a sworn translator, be verified by a notary, and
    bear the Apostille.

A  shareholder  is  asked  to  inform  Tallinna  Sadam  of  the appointment of a
representative  or withdrawal of the authorisation prior to the general meeting,
by  sending the corresponding digitally signed  authorisation or pdf-copy of the
original  authorisation (original of the authorisation  must be presented at the
meeting)    to    the    general   meeting's   e-mail   address   [email protected]
(mailto:[email protected])  or by delivering  the original of  the authorisation to
Sadama 25, 15051 Tallinn, on working days between 9:00 a.m. to 4:00 p.m., at the
latest  by 12:00 a.m. on 23 April  2025. The authorisation document form example
is   available   for   the   shareholder   on   AS  Tallinna  Sadam  website  at
https://www.ts.ee/en/investor/agm/.

Voting of the resolutions before the annual general meeting
1.      the   shareholder   with   voting   rights   or  his  /  her  authorized
representative  can  send  a  digitally  signed  or  signed on paper and scanned
completed  voting ballot to [email protected] (mailto:[email protected]) the latest by
23 April 2025 12:00 (EEST).
2.      the   shareholder   with   voting   rights   or  his  /  her  authorized
representative delivers the completed and personally signed ballot in paper form
to  the head office of Tallinna Sadam  at Sadama 25, 15051 Tallinn so it arrives
no later than 23 April 2025 at 12:00 (EEST).

In  order to enable the identification of  a shareholder, the voting ballot sent
by  e-mail must  be digitally  signed. When  sending a  paper-signed and scanned
voting  ballot by e-mail or sending a paper-signed voting ballot by post, a copy
of the personal data page (incl. document validity date) of the shareholder's or
his  / her representative's identity document (e.g. passport or ID card) must be
sent  with the voting ballot. The shareholder's representative must also forward
a  valid  power  of  attorney  in  Estonian  or  English  in  a form that can be
reproduced  in writing. The shareholder may use  a power of attorney form, which
is available on Tallinna Sadam website https://www.ts.ee/en/investor/agm/ .

If  the shareholder is  a legal entity  registered in a  foreign country, please
forward  a copy  of the  extract from  the relevant foreign commercial register,
which  shows the right of the representative to represent the shareholder (legal
authorization).  The statement must be in English or translated into Estonian or
English by a sworn translator or an official equivalent to a sworn translator.

If  the shareholder who sent  the voting ballot before  the general meeting also
attends   the  general  meeting  physically,  all  ballot  papers  sent  by  the
shareholder earlier are considered invalid.

The drafts of the resolutions and materials of the annual general meeting may be
examined, and the voting ballot form can be downloaded from the investor webpage
of  Tallinna Sadam  https://www.ts.ee/en/investor/agm/ .  In addition, documents
are  available from April 3 to April 23 on weekdays from 10:00 a.m. to 4:00 p.m.
at  the head  office of  Tallinna Sadam,  Sadama 25, 15051 Tallinn.  Please send
questions  related  to  the  draft  resolutions  of  shareholders  by  e-mail to
[email protected] (mailto:[email protected]).

A  shareholder shall have the right to  receive information on the activities of
Tallinna  Sadam from the management board at the general meeting. The management
board may refuse to provide information, if there is reason to presume that this
may  harm the  interests of  the company.  When the  management board refuses to
provide  information,  a  shareholder  may  demand  that  the  legality  of  the
shareholder's  demand be decided by the general meeting or submit an application
to  the  court  within  two  weeks  without  a  lawsuit  in  order to oblige the
management board to provide information.

Shareholders,  whose  shares  represent  at  least  1/20 of the share capital of
Tallinna  Sadam, may demand the  inclusion of additional items  on the agenda of
the  annual general meeting, if the corresponding request is filed in writing at
least 15 days prior to the general meeting, i.e. at the latest by 9 April 2025,
at  the e-mail address [email protected] (mailto:[email protected]) or to the address:
AS Tallinna Sadam, Sadama 25, 15051 Tallinn, Estonia.

Shareholders,  whose  shares  represent  at  least  1/20 of the share capital of
Tallinna  Sadam,  may  submit  to  the  company  in  writing  alternative  draft
resolution  on each  agenda item,  by sending  the draft  to the  e-mail address
[email protected]  (mailto:[email protected]) or  to the  address: AS  Tallinna Sadam,
Sadama  25, 15051 Tallinn, Estonia.  The draft  must be  received by AS Tallinna
Sadam no later than three days before the general meeting, i.e. at the latest by
21 April 2025.

The  video recording of the general meeting  with an English translation will be
published later on the website of Tallinna Sadam.

Yours sincerely
Management Board of Tallinna Sadam