Börsiteade

Pealkiri

Adoption of resolutions of the general meeting of shareholders of AS Tallinna Sadam without convening the meeting

Teade

Dear shareholder!

The  management  board  of  AS  Tallinna  Sadam, registry code 10137319, address
Sadama   25, 15051 Tallinn   (hereinafter:  Tallinna  Sadam),  proposes  to  the
shareholders  to  adopt  resolutions  of  the  shareholders  without convening a
meeting pursuant to § 299(1) of the Commercial Code.

In order to provide information on the issues to be decided, Tallinna Sadam will
organize  a  webinar  on  06.04.2022 at  14.00 (EEST,  GMT+3)), where Aare Tark,
chairman of the supervisory board; Valdo Kalm, chairman of the management board,
Andrus  Ait, member  of the  management board  / CFO;  Erly Lüdig, head of legal
depatment and Ando Leppiman, chairman of the nomination committee will introduce
the draft resolutions of the shareholders and answer questions.

Anyone  can take part in the webinar  via Worksup web solution by clicking here:
https://worksup.com/app#id=TALLINNASADAM2022.  Questions can  be asked  from the
speakers by sending them to the e-mail [email protected] (mailto:[email protected]) in
advance  at the  latest by  beginning of  the webinar  or during  the webinar in
writing  in  Worksup  application.  The  webinar  will  be held in Estonian with
simultaneous  translation into  English. The  webinar can  be reviewed until 12
April  in the Worksup environment via the link above and after that through Port
of                   Tallinn's                  youtube                  channel
(https://www.youtube.com/user/portoftallinn/videos?app=desktop&cbrd=1).

The  list of shareholders entitled to vote for shareholders' resolutions will be
fixed  on 04.04.2022 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 Tallinna
Sadam  is 263,000,000 euros. AS Tallinna  Sadam has 263,000,000 ordinary shares,
each share giving 1 (one) vote at the voting of the decisions.

Resolutions  of the shareholders  can be voted  in the period from 05.04.2022 to
25.04.2022 (inclusive).  If a shareholder abstains, he  / she shall be deemed to
have voted against.

A shareholder has two options for giving his/her vote:

 1. By e-mail to [email protected] during the voting period, by sending a digitally
    signed or signed on paper and scanned voting ballot filled in by the voting
    shareholder or his / her authorized representative to [email protected]
    (mailto:[email protected]).
 2. By submitting or sending a filled voting ballot signed by hand by the voting
    shareholder or his / her authorized representative to the head office of
    Tallinna Sadam at Sadama 25, 15051 Tallinn so that it arrives no later than
    25.04.2022 at 16.00 (EEST, GMT+3).

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.

The  proposals of the  management board for  the adoption of  resolutions by the
shareholders are as follows:

1.    Approval of the Annual Report 2021

1.1.  To  approve the Annual  Report 2021 of AS  Tallinna Sadam, as presented to
the general meeting.

2.    Profit allocation

2.1.  To  approve the net profit of the  financial year of 2021 in the amount of
25,611,671 euros   and   the   retained   earnings  (including  2021 profit)  of
52,146,094 euros.
2.2.  Transfer to statutory capital reserve 843,875 euros.
2.3.  To  pay dividends to the shareholders  0.097 euros per share, in the total
amount of 25,511,000 euros

The list of shareholders entitled to receive dividends will be established as at
05.05.2022 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 04.05.2022. From that day  the person acquiring the shares will
not  have the right to receive  dividends for the financial year 2021. Dividends
shall be disbursed to the shareholders on 12.05.2022.

3.   Amendment of the Articles of Association

Pursuant  to the  amendment to   81 (1) p  3(1) of the  State Assets  Act, which
entered  into force on 1 January 2022, the  exercise of the shareholder's rights
shall  ensure that the articles of  association of a state-owned company provide
that the chairman of the supervisory board is elected by the general meeting.

Article  4.3.9 of  the  Articles  of  Association  is  amended as follows: " The
general meeting elects the chairman of the supervisory board ".

3.1.  To  approve the Articles of Association  of AS Tallinna Sadam as presented
to the general meeting.

4.  Approval of the remuneration principles of the supervisory board and the
management board

The  supervisory board  proposes to  approve the  remuneration principles of the
supervisory  board and the management board of AS Tallinna Sadam approved by the
supervisory board and the nomination committee.

Pursuant  to the  Securities Market  Act (§  135² (11) of  the Securities Market
Act),  the general  meeting votes  on the  remuneration principles at least once
every  four  years  and  the  corresponding  resolution  of  the general meeting
approving the remuneration principles is recommended to the supervisory board.

4.1.  To  approve the remuneration  principles of the  supervisory board and the
management board of AS Tallinna Sadam as presented to the general meeting.
4.2.  To  annul clauses 2, 3 and 4 of the  resolution of the sole shareholder on
24.01.2011, which  determined the payment and  amount of additional remuneration
to a member of the supervisory board for participation in a meeting of the audit
committee or other body of the supervisory board.

5.    Election of the members of the supervisory board

In connection with the end of the term of office (30.06.2022) of the supervisory
board  members of  AS Tallinna  Sadam Aare  Tark, Urmas  Kaarlep, Üllar Jaaksoo,
Maarika  Honkonen, Ahti  Kuningas, Raigo  Uukkivi, Riho  Unt and  Veiko Sepp and
pursuant to the proposal made by the nomination committee of AS Tallinna Sadam:

5.1.  To  recall Raigo Uukkivi  from the supervisory  board of AS Tallinna Sadam
with the end of his term of office on 25.04.2022.
5.2.  To  appoint Kaur Kajak as  member of the supervisory  board of AS Tallinna
Sadam for the term of office from 26.04.2022 to 30.06.2025.
5.3.  To  appoint Riho Unt, Veiko Sepp, Maarika Honkonen, Ain Tatter, Marek Helm
and  Risto Mäeots as members  of the supervisory board  of AS Tallinna Sadam for
the term of office from 01.07.2022 to 30.06.2025.
5.4.  To  appoint Riho  Unt as  chairman of  the supervisory board starting from
01.07.2022.
5.5.  The  terms of office  of the members  of the supervisory  board Aare Tark,
Urmas  Kaarlep, Üllar Jaaksoo  and Ahti Kuningas  will not be  extended and will
expire on 30.06.2022.

The  the draft resolutions of the shareholders and  related materials (including
annual  report, auditors' report, the  Articles of Association, the remuneration
principles of the supervisory board and the management board and proposal of the
nomination  committee) can be found and the voting ballot can be downloaded from
the   Tallinna  Sadam  web  page  https://www.ts.ee/en/investor/agm/.  Questions
related  to the draft resolutions  of the shareholders can  be sent by e-mail to
[email protected] (mailto:[email protected]).

The  resolutions  adopted  by  the  shareholders  will  be  published as a stock
exchange  announcement  and  on  the  website  of  Tallinna  Sadam no later than
02.05.2022 in accordance with Commercial Code § 299(1) (6).

Yours sincerely

The management board of AS Tallinna Sadam