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CORRECTION: AS Tallink Grupp Notice calling Annual General Meeting

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Tallinn, 2016-05-24 14:14 CEST (GLOBE NEWSWIRE) --
CORRECTION: AS Tallink Grupp Notice calling Annual General Meeting

AS Tallink Grupp has amended the 23 May 2016 notice of calling the Annual
General Meeting. Pursuant to the amendment the penultimate sentence of point
number two of the agenda shall be read as follows: “The list of the
shareholders entitled to dividends shall be fixed as at 30th June 2016, 11.59
PM.” 

Section 4.2.4 of point number four of the agenda has been amended as follows:
“the list of the shareholders entitled to receive the payments arising from the
reduction of the book values of the shares shall be fixed as at 30th June 2016,
11.59 PM.” 



Dear Shareholder of AS Tallink Grupp



The Management Board of AS Tallink Grupp, registration code 10238429, location
and the address at Sadama 5/7, 10111 Tallinn, is calling the Annual General
Meeting of Shareholders on 14th June 2016 at 11:00 AM in the conference centre
of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn. 

Registration of participants at the Annual General Meeting begins at 10:00 AM.



Agenda of the Annual General Meeting and the proposals of the Supervisory Board
and the Management Board regarding the points of agenda: 



1.       Approval of the Annual Report of the financial year 2015

To approve the Annual Report of the financial year 2015 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 2015 in the sum of
59,070,000 euros; 

2) To allocate 2,954,000 euros from the net profit to the mandatory legal
reserve; 

3) To pay dividends to the shareholders 0,02 euros per share, in the total
amount of 13,398,000 euros; 

4) 42,718,000 euros to be transferred to the retained earnings.

The list of the shareholders entitled to dividends shall be fixed as at 30th
June 2016, 11:59 PM. Dividends shall be paid to the shareholders by transfer to
the bank account of the shareholders on 5th July 2016. 



3.       Introduction of share without nominal value and amendment of Articles
of Association 

3.1. To introduce shares without nominal value.

3.2 In connection with the introduction of share without nominal value, to
amend the Articles of Association of AS Tallink Grupp as follows: 

3.2.1 To amend Article 2.2 of the Articles of Association and word it as
follows: 

"The minimum number of the shares of the company without nominal value is
600,000,000 and the maximum number is 2,400,000,000 registered shares of one
class. Each share shall grant 1 (one) vote to the shareholder at the General
Meeting. The company shall have electronic share register and those entered in
the share register shall be deemed the shareholders. Share certificate shall
not be issued." 

3.2.2. To amend the first sentence of Article 8.1 of the Articles of
Association and word it as follows: 

„A shareholder shall be paid a part of the profit (dividend) according to the
book value of the shareholder’s shares.“ 

3.3 With the introduction of share without nominal value, AS Tallink Grupp has
673,817,040 shares without nominal value and the share capital is 404,290,224
euros, and the book value of one share amounts to 0.60 euros. 



4.       Reduction of share capital

4.1 The reason for reducing the share capital is improving the capital
structure and favouring the return on equity. Company has no need to own share
capital within the registered amount and the requirements that legislation
imposes on share capital will also be fulfilled in the case of the reduced
share capital. 

4.2 The share capital shall be reduced as follows:

4.2.1 the share capital shall be reduced on account of 3,935,000 own shares
held by the company, which total book value amounts to 2,361,000 euros,
cancelling the aforementioned shares. As a result of cancellation of own
shares, the company shall have 669,882,040 shares, which book value amounts to
401,929,224 euros. 

4.2.2 the share capital shall be reduced by the reduction of the book value of
the shares, as a result of which the book value of one share shall be reduced
from 0.60 euros to 0.54 euros, whereas the total number of the shares shall
remain the same (i.e. 669,882,040 shares). Based on the foregoing, the share
capital of the public limited company shall decrease from 401,929,224 euros by
40,192,922.4 euros, and the new share capital shall be 361,736,301.6 euros. 

4.2.3 in connection with the reduction of the share capital, the shareholders
will be made monetary payments in the amount of 0.06 euros per share within the
term provided by law, but not earlier than 3 (three) months after the entry of
the reduction of the share capital in the commercial register. 

4.2.4 the list of shareholders entitled to receive the payments arising from
the reduction of the book values of the shares shall be fixed as at 30th June
2016, 11:59 PM. 



5.       Extension of authorities of the members of the supervisory board

Due to the expiry of the term of authority of the members of the supervisory
board to extend for the next authority period: 

- authority of Mr Kalev Järvelill as the member of the supervisory board
retroactively as from 31.01.2016. 

- authority of  Mr Ain Hanschmidt, Mr Colin Douglas Clark, Mrs Eve Pant, Mr
Toivo Ninnas and Mr Lauri Kustaa Äimä as the supervisory board member as from
18.09.2016. 

The work of the members of the supervisory board is remunerated pursuant to the
resolution No 5 of 7.06.2012 of the annual general meeting. 



6.       Appointment of an auditor for the financial year 2016 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 2016. 

- The auditors shall be remunerated according to the audit contract to be
concluded. 



The list of shareholders entitled to participate at the Annual General Meeting
shall be determined 7 days before the date of the Annual General Meeting, as at
7th June 2016, 11:59 PM. 

The materials of the Annual General Meeting, including the drafts of the
resolutions, annual report of the financial year 2015 of AS Tallink Grupp, the
auditors’ report, the profit distribution proposal may be examined on the
home-page of AS Tallink Grupp by the address www.tallink.com, on the home-page
of Tallinn Stock Exchange by the address http://market.ee.omxgroup.com/ and in
the office of AS Tallink Grupp at the address Sadama 5/7, Tallinn, 1st Floor,
on business days from 09:00 AM to 4:00 PM from the calling of the general
meeting until the general meeting takes place. 

Questions concerning the items on the agenda may be sent on the e-mail address
[email protected]. 

A shareholder has the right to receive information on the activities of the AS
Tallink Grupp from the Management Board at the General Meeting of AS Tallink
Grupp. 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 after 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 one-twentieth of the share
capital may demand an inclusion of additional issues on the agenda of the
General Meeting if such demand is presented at least 15 days prior to the date
of the General Meeting. The above mentioned documents shall be sent to the
public limited company in writing on the address: AS Tallink Grupp, Sadama 5/7,
10111, Tallinn. 

The shareholders whose shares represent at least one-twentieth 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 after 3 days before holding
the General Meeting. 



For the registration procedure of the Annual General Meeting we ask the
following: 

Shareholder in person to present the identity document (Passport or ID Card);

the representative of the shareholder in person, the identity document
(Passport or ID Card) and the duly signed written Power of Attorney. 

The legal representative of a shareholder (legal person) to present an extract
(or other similar document) from the relevant commercial (companies’) registry
of the country where the legal person is located (Estonian legal persons to
provide the extract from the commercial registry card, issued not more than 15
days prior to the date of the General Meeting) and the identity document of the
representative. 

The authorized representative of a shareholder (legal person) shall present, in
addition to the documents listed hereinabove, the written Power of Attorney
duly issued by the legal representative of the shareholder. The documents of a
shareholder located abroad shall be legalized or certified with apostille
unless an international agreement stipulates otherwise. AS Tallink Grupp is
entitled to register the above mentioned shareholder as a participant also in
case all the requisite data of the legal person and its representative are
contained in a Power of Attorney issued to the representative and certified by
a notary public abroad and the Power of Attorney is acceptable in Estonia. 

A shareholder may notify AS Tallink Grupp of the nomination of a representative
and of the withdrawal of the authorization prior to the date of the General
Meeting on the e-mail address: [email protected] or by bringing the above
mentioned documents to the office of AS Tallink Grupp at Sadama 5/7, Tallinn,
1th Floor on business days from 9:00 AM to 4:00 PM latest by 12th of June 2016
at 4:00 PM and the forms of the documents provided for on the web-page of AS
Tallink Grupp at www.tallink.com shall be used. The information about the
nomination of a representative and of the withdrawal of the authorization can
be found on the web-page of AS Tallink Grupp at www.tallink.com. 



Sincerely Yours
Management Board of AS Tallink Grupp




         Veiko Haavapuu
         Finance Director
         
         AS Tallink Grupp
         Sadama 5/7. 10111 Tallinn
         Tel. +372 640 9914
         E-mail [email protected]