Tallink Grupp
Notice to convene annual general meeting

Notice calling annual general meeting

Tallinn, 2013-04-22 06:00 CEST -- Notice calling annual general meeting

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 14 May, 2013 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 01.01.2012 - 31.12.2012 of AS Tallink Grupp.

To approve the Annual Report of 01.01.2012 - 31.12.2012 of AS Tallink Grupp presented by the Management Board.

2. Distribution of profits.

To present to the General Meeting of Shareholders the following profit allocation proposal of AS Tallink Grupp as prepared by the Management Board:

1. To approve the net profit of the financial year of 01 January 2012 – 31 December 2012 in the sum of 56,302,000 euros;
2. To allocate 2,815,100 euros from the net profit to the mandatory legal reserve;
3. To pay dividends to the shareholders 0.05 euros per share, in the total amount of 33,494,102 euros;
4. 19,992,798 euros to be transferred to the retained earnings.

The list of the shareholders entitled to dividends shall be fixed as at 28 May 2013, 11:59 PM.

Dividends shall be paid to the shareholders by transfer to the bank account of the shareholders on 2 July 2013.

3. Nomination of an auditor and the determination of the procedure of remuneration of an auditor.

1. To nominate the company of auditors KPMG Baltics OÜ to conduct the audit of the financial year 01.01.2013 - 31.12.2013.
2. The auditors shall be remunerated according to the audit contract to be concluded.

4. Amending the Articles of Association.

To amend the Articles of Association and to approve the version annexed hereto.

5. Election of the member of the Supervisory Board.

Due to the expiry of the term of authority of the member of the Supervisory Board Mr Kalev Järvelill on 29.01.2013 to elect Mr Kalev Järvelill retroactively as from 30.01.2013 for the next term of authority as the member of the Supervisory Board of AS Tallink Grupp.

6. Remuneration for work of the member of Supervisory Board.

To remunerate the work of the member of the Supervisory Board pursuant to the resolution no 5 of 07 June 2012 of the Annual General Meeting of shareholders of AS Tallink Grupp. 

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 6 May 2013, 11:59 PM.

The materials of the Annual General Meeting, including the drafts of the resolutions, annual report of the financial year 2012 of AS Tallink Grupp, the auditors’ report, the profit distribution proposal and the new version of Articles of Association 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 at the office of AS Tallink Grupp at the address Sadama 5/7, Tallinn, 4rd Floor, on business days from 09:00 AM to 4:00 PM.

Questions concerning the items of the agenda may be sent on the e-mail address info@tallink.ee.

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 B-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: info@tallink.ee or by bringing the above mentioned documents to the office of AS Tallink Grupp at Sadama 5/7, Tallinn, 4^th Floor (on business days from 9:00 AM to 4:00 PM) latest by 13 May 2013 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

 

         Harri Hanschmidt
         Head of Investor Relations
         
         AS Tallink Grupp
         Sadama 5/7. 10111 Tallinn
         Tel +372 640 8981
         E-mail harri.hanschmidt@tallink.ee