Börsiteade

Pealkiri

Notice on public offering of shares of AS Tallink Grupp in Estonia and Finland (in the form of Finnish share depositary receipts)

Teade

Aktsiaselts Tallink Grupp (the Company) hereby announces a public offering of
the new shares of the Company in Estonia and Finland (in Finland in the form of
the Finnish share depositary receipts, FDRs) (the Offering).  The Offering is
conducted on the basis of the prospectus approved by the Estonian Financial
Supervision and Resolution Authority (hereinafter the EFSA) on 16 August 2021
that is published on the date of this announcement on the web pages of the
Company (https://www.tallink.com/investors/stock-exchange/2021-offering),
Nordnet Bank AB Finnish Branch (www.nordnet.fi/fi/tallink
(http://www.nordnet.fi/fi/tallink)) and the EFSA
(https://fi.ee/en/investment/regist
(https://fi.ee/en/investment/registers/registered-public-offerings/approved-
prospectuses)e (https://fi.ee/en/investment/registers/registered-public-
offerings/approved-prospectuses)rs/registered-public-offerings/approved-
prospectuses (https://fi.ee/en/investment/registers/registered-public-
offerings/approved-prospectuses)) (hereinafter Prospectus). The public offering
of the new shares is carried out only in Estonia and Finland (in the form of
FDRs) and not in any other jurisdiction.

Main Terms of Offering
The  Company is offering up to 66,988,204 new shares. Upon oversubscription, the
Company may increase the number of shares offered by 10%, i.e. up to 73,687,024
shares.  Upon undersubscription, the Management Board of the Company is entitled
to cancel the shares not subscribed for.

The  Offering  is  directed  to  all  natural  and  legal persons in Estonia and
Finland.  In  addition  to  the  Offering,  the  new  shares  may  be offered to
institutional  investors  in  and  outside  of  Estonia  and  Finland  which are
qualified  investors within  the meaning  of Article  2(e) of the  Regulation No
2017/1129/EU of  the European Parliament  and of the  Council of 14 June 2017 on
the  prospectus to  be published  when securities  are offered  to the public or
admitted to trading on a regulated market and repealing Directive 2003/71/EC and
other  types of investors in reliance on certain exemptions from the requirement
to  draw-up  and  publish  prospectus  and  from other registration requirements
available under applicable laws.

The  offering price  is 0.47 euro  per one  new share,  which corresponds to the
accounting value of the share, i.e. there is no issue premium.

The   subscription  period  (Offering  period)  of  the  new  shares  starts  on
18.08.2021 and ends on 01.09.2021.

The  new shares  shall grant  the shareholders  the right  to dividends  for the
financial year started on 01.01.2021 and for the subsequent financial years.

The  existing shareholders  of the  Company shall  have the pre-emptive right to
subscribe for the new shares in accordance with the provisions of the Commercial
Code  exercisable during  the same  subscription period  referred to above. Each
shareholder  shall be entitled to  receive a whole number  of new shares and, if
necessary,  the number of new shares allocated to a shareholder shall be rounded
down  to the  closest whole  number. The  list of  the shareholders  entitled to
exercise  the pre-emptive right to subscribe for the new shares was fixed at the
end of the business day on 17.08.2021 (the record date).

Indicative key dates for the Offering are the following:

+----------------------+-------------------------------------------------------+
|18.08.2021 at 10:00   |Commencement of the subscription period                |
+----------------------+-------------------------------------------------------+
|01.09.2021 at 16:00   |End of the subscription period                         |
+----------------------+-------------------------------------------------------+
|On or about 03.09.2021|Announcement of the results of the Offering            |
+----------------------+-------------------------------------------------------+
|                      |Settlement  and delivery of the new shares to investors|
|                      |in Estonia                                             |
|                      |                                                       |
|                      |The  new shares settled will bear a temporary ISIN code|
|08.09.2021            |EE3811004466                                           |
+----------------------+-------------------------------------------------------+
|                      |Registration   of   the  new  shares  at  the  Estonian|
|On or about 15.09.2021|Commercial Register                                    |
+----------------------+-------------------------------------------------------+
|                      |Commencement  of trading with the  new shares on Nasdaq|
|On or about 17.09.2021|Tallinn                                                |
+----------------------+-------------------------------------------------------+
|                      |Settlement  and delivery of the  new shares in the form|
|On or about 21.09.2021|of FDRs in Finland                                     |
+----------------------+-------------------------------------------------------+
|                      |Commencement of trading with the new shares in the form|
|On or about 21.09.2021|of FDRs on Nasdaq Helsinki                             |
+----------------------+-------------------------------------------------------+

Submitting Subscription Undertakings

Investors in Estonia
In Estonia, an investor wishing to subscribe for the new shares in the course of
the Offering should contact a custodian that operates such investor's Nasdaq CSD
(Estonian  Register of  Securities, operated  by Nasdaq  CSD SE Estonian branch)
securities  account and  submit a  subscription undertaking  in the form set out
below.  The subscription undertaking  must be submitted  to the custodian by the
end  of the subscription period  at the latest. The  investor may use any method
that  such investor's  custodian offers  to submit  the subscription undertaking
(e.g. physically at the client service venue of the custodian, over the internet
or  by other  means). The  subscription undertaking  must include  the following
information:

+-----------------------------------+------------------------------------------+
|Owner of the securities account:   |name of the investor                      |
+-----------------------------------+------------------------------------------+
|                                   |number of the investor's securities       |
|Securities account:                |account                                   |
+-----------------------------------+------------------------------------------+
|Custodian:                         |name of the investor's custodian          |
+-----------------------------------+------------------------------------------+
|Security:                          |Tallink Grupp share additional 11         |
+-----------------------------------+------------------------------------------+
|ISIN code:                         |EE3811004466*                             |
+-----------------------------------+------------------------------------------+
|                                   |the number of shares for which the        |
|Amount of securities:              |investor wishes to subscribe              |
+-----------------------------------+------------------------------------------+
|Price (per one shares):            |EUR 0.47                                  |
+-----------------------------------+------------------------------------------+
|                                   |the number of shares for which the        |
|                                   |investor wishes to subscribe multiplied by|
|Transaction amount:                |the offering price                        |
+-----------------------------------+------------------------------------------+
|Counterparty:                      |Aktsiaselts Tallink Grupp                 |
+-----------------------------------+------------------------------------------+
|Securities account of counterparty:|99110046253                               |
+-----------------------------------+------------------------------------------+
|Custodian of the counterparty:     |Swedbank AS                               |
+-----------------------------------+------------------------------------------+
|Value date of the transaction:     |08.09.2021                                |
+-----------------------------------+------------------------------------------+
|Type of transaction:               |"purchase"                                |
+-----------------------------------+------------------------------------------+
|Type of settlement:                |"delivery versus payment"                 |
+-----------------------------------+------------------------------------------+

*  The new shares  will bear a  temporary ISIN code  EE3811004466 at the time of
settlement,  which will be converted into permanent ISIN code EE3100004466 after
registration  of  the  increase  of  the  share  capital of the Company with the
Estonian Commercial Register and registration of the new shares with Nasdaq CSD,
but prior to the commencement of trading with the new shares.

An investor may submit a subscription undertaking through a nominee account only
if  such investor authorises  the owner of  the nominee account  to disclose the
investor's identity to the registrar of Nasdaq CSD in writing.

Investors in Finland
In  Finland,  the  subscription  undertakings  may  be submitted only during the
subscription  period  in  accordance  with  the  instructions by Nordnet Bank AB
Finnish  Branch (Nordnet). To subscribe for the  new shares in the form of FDRs,
an  investor  must  have  a  book-entry  account  in  Finland held by an account
operator  operating in Finland  or must nominee  register its new  shares in the
form  of FDRs  for recordings  on the  securities account. A Finnish shareholder
does not have the right to nominee register its shares in a Finnish book-account
system.  Legal entities as  investors shall also  have a legal entity identifier
(LEI)  code. The  subscription for  the new  shares in  the form of FDRs will be
conducted through Nordnet. The subscription may only be made in Nordnet's online
service  at www.nordnet.fi/fi/tallink, except for  in the below mentioned cases.
The  subscription can be  made in the  online service with  the online bank user
identifiers  of Nordnet and Aktia Bank,  Danske Bank, Handelsbanken, Nordea, Oma
Säästöpankki,  Osuuspankki, POP Bank, S-Pankki, Säästöpankki and Ålandsbanken. A
subscription undertaking referring to the issuance of the new shares in the form
of  FDRs through  Nordnet to  an equity  savings account  can only be made to an
equity  savings account  at Nordnet.  The subscription  undertaking can  also be
given on behalf of a legal entity via Nordnet's online service. Death estates or
persons  under guardianship  who are  not Nordnet's  customers may  not submit a
subscription  undertaking through  Nordnet's online  service but  shall submit a
subscription  undertaking  personally  at  Nordnet's  office  at Nordnet Bank AB
Finnish  Branch, Yliopistonkatu 5, FI-00100 Helsinki, Finland, before the end of
the  subscription period.  An investor  shall be  prepared to  prove his/her/its
identity and present any proxy documents and representation rights in originals.
The identity of a representative must also be proven. The visit must be arranged
in  advance by calling to the telephone number +358 9 681 78444 during Nordnet's
normal  office hours.  According to  the Finnish  Guardianship Act (442/1999), a
guardian  cannot make  a subscription  on behalf  of a  minor child  without the
permission of the magistrate.

A  subscription  undertaking  through  a  nominee  account shall be submitted to
Nordnet  at Nordnet Bank AB Finnish Branch, Yliopistonkatu 5, FI-00100 Helsinki,
Finland  by the  end of  the subscription  period. It  is recommended to contact
Nordnet in advance by telephone. Further instructions may be received by calling
to the telephone number +358 9 681 78444 during Nordnet's normal office hours.

An  investor entitled and willing  to use shareholder's pre-emptive subscription
right  may submit a  subscription undertaking through  a nominee account only if
such  investor  also  provides  to  Nordnet  upon  submitting  the  subscription
undertaking  a written statement of balance issued  by the custodian on the FDRs
owned by the investor on the 17.08.2021 (the record date).

Distribution and Allocation
The  new shares will be allocated to the investors participating in the Offering
in accordance with the following principles:

(i)   firstly,  all investors  participating in  the offering  and qualifying as
existing shareholders as per the list of shareholders of the Company as fixed on
17.08.2021 (the  record date) at the  end of the business  day of the settlement
system  of Nasdaq CSD  and in respect  of the FDR  holders, the list  of the FDR
holders  is fixed on 17.08.2021 (the record date) at the end of the business day
of  the settlement system of Euroclear  Finland (and thereby holding pre-emptive
right to subscribe for the new shares) (the Participating Existing Shareholders)
will be allocated new shares pro rata to their relevant existing shareholding in
the  Company as at the above-referenced date as set forth by applicable law (the
Pre-emptive  Rights  Allocation  Amount),  but  in  a number not larger than the
number  of new  shares that  they subscribed  for in their relevant subscription
undertakings;

(ii)   secondly,  any new shares remaining following  the allocation as per item
(i)  above  will  be  allocated  at  the  Company's sole discretion, whereas the
Company  may prefer  any of  the following  persons to  other investors: (a) the
members  of  the  corporate  governance  bodies  of  the  Company  and the group
companies of the Company who have submitted subscription undertakings (including
through  legal  persons  under  their  direct  control) and/or (b) to the extent
decided   by   the  Company  in  its  sole  discretion,  Participating  Existing
Shareholders  who have  subscribed for  the new  shares in  the amount exceeding
their  relevant Pre-emptive  Rights Allocation  Amount to  be allocated  to such
investors as per item (i) above.

Reasons for Offering and Use of Proceeds
The  purpose  of  the  Offering  is  to  strengthen the capital position and the
capital structure of the group of companies of the Company and engage additional
capital to comply with the commitments agreed to in its financing agreements and
to overcome the current and potential financial difficulties caused by COVID-19
pandemic through improving the liquidity buffer. There are no binding agreements
for  using  the  proceeds  from  the  offering  of the new shares for a specific
purpose.

Firm Commitment by AS Infortar
AS  Infortar, the largest shareholder of the Company, holding approximately 39%
of  all the shares  of the Company,  has issued a  subscription guarantee to the
Company  under which  it undertook  to subscribe  for the  new shares if offered
publicly  as  described  above,  in  the  total  value  of  15 million euro. The
subscription undertaking of AS Infortar is unconditional and irrevocable.

Listing and Admission to Trading
The Company intends to apply for the listing and admission to trading of the new
shares  subscribed for in the course of the  Offering on the Main List of Nasdaq
Tallinn  and  on  the  Main  List  of  Nasdaq  Helsinki  in  the  form  of FDRs,
respectively,  as soon as possible  after the registration of  the new shares in
the  Nasdaq CSD and the Estonian Commercial  Register. The Company will take all
necessary  measures  in  order  to  comply  with  the  Nasdaq Tallinn and Nasdaq
Helsinki  rules so that its application would  be approved, however, there is no
assurance that the applications of the Company will be accepted.



Joonas Joost
Financial Director

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



Important Information
This  notice  is  an  advertisement  for  securities  within  the meaning of the
Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the
Council  European Parliament and does not constitute  an offer to sell shares or
invitation to  subscribe to shares.  An offer to  subscribe for shares should be
made  and each investor should make any decision to invest in the shares only on
the  basis of the information contained in the Prospectus and the summary of the
Prospectus  and  if  necessary,  consult  with  an  expert.  The  approval  of a
Prospectus  by  the  Financial  Supervision  and  Resolution  Authority  is  not
considered to be a recommendation for shares.

The  information  contained  in  this  notice  is  not intended to be published,
distributed  or transmitted, in whole or in part, directly or indirectly, in the
United  States, Australia, Canada, Hong Kong, Japan, Singapore, South Africa, or
in  any other country or circumstance where publication, sharing or transmission
would  be unlawful. The new shares will  be publicly offered only in Estonia and
Finland  and  the  sale  or  offer  of  the  shares  shall not take place in any
jurisdiction  where such offer, invitation or sale would be unlawful without the
exception or qualification of law.