Notice to convene annual general meeting
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 23 May 2019 at 11:00 AM (Estonian time) 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 regarding the points of agenda:
1. Approval of the annual report of the financial year 2018
To approve the annual report of the financial year 2018 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 2018 in the sum of 40,049,000 euros;
2) To allocate 2,003,000 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 33,494,000 euros.
4) 4,552,000 euros to be transferred to the retained earnings.
The list of the shareholders entitled to the dividend shall be fixed as at 20.06.2019 at the end of the working day of the settlement system.
The dividend shall be paid to the shareholders by transfer to the bank account of the shareholders on 3.07.2019.
3. Amendment of the Articles of Association
3.1. To amend Article 2.1. of the Articles of Association and word it as follows:
“The amount of the minimum share capital of the company shall be 310,000,000 euros. The maximum capital of the company shall be 1,240,000,000 euros.”
3.2. To amend the second sentence of Article 2.1. of the Articles of Association and word it as follows:
“Supervisory board shall be authorised within 3 years as from 1 July 2019 to increase the share capital by 25,000,000 euros, increasing the share capital up to 339,844,558.80 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 by the reduction of the book value of the shares by 0.07 euros per share, as a result of which the book value of one share shall be reduced from 0.54 euros to 0.47 euros, whereas the total number of the shares shall remain the same (i.e. 669,882,040 shares) and the book value of shares shall be reduced proportionately to the reduction of the share capital. Based on the foregoing, the share capital of the public limited company shall decrease from 361,736,301.60 euros by 46,891,742.80 euros, and the new share capital shall be 314,844,558.80 euros;
4.2.2. in connection with the reduction of the share capital the shareholders will be made monetary payments in the amount of 0.07 euros per share, in the total amount of 46 891 742,80 euros, 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;
4.2.3. the list of shareholders entitled to receive the payments arising from the reduction of the book values of the shares shall be fixed at 20 June 2019 at the end of the working day of the settlement system.
5. Extension of authority of the members of the supervisory board
Due to the expiry of the term of authority of the members of the supervisory board Ain Hanschmidt, Colin Douglas Clark, Eve Pant and Toivo Ninnas on 17.09.2019:
5.1. To extend the authorities of Ain Hanschmidt, Colin Douglas Clark, Eve Pant and Toivo Ninnas as the supervisory board members for the next 3-year term of office from 18.09.2019.
5.2. The term of office of the supervisory board member Lauri Kustaa Äimä shall not be extended and shall terminate on 17.09.2019.
6. Election of the member of the supervisory board.
6.1. To elect Raino Paron as the new member of the supervisory board of AS Tallink Grupp from 18.09.2019.
7. Remuneration for work of the members of supervisory board
7.1 To remunerate the work of the members of the supervisory board pursuant to the resolution no 5 of 07.06.2012 of the Annual General Meeting of shareholders of AS Tallink Grupp.
8. Appointment of an auditor for the financial year 2019 and the determination of the procedure of remuneration of an auditor
8.1. To appoint the company of auditors KPMG Baltics OÜ to conduct the audit of the financial year 2019.
8.2. The auditor shall be remunerated according to the audit contract that shall be concluded with the auditor.
The list of shareholders entitled to participate at the Annual General Meeting shall be determined seven days before the date of the Annual General Meeting, i.e. as at 16 May 2019, as at the end of the working day of the settlement system (record date).
The materials of the Annual General Meeting, including the drafts of the resolutions, annual report of the financial year 2018 of AS Tallink Grupp, the auditors’ report, the profit distribution proposal may be examined on the website of AS Tallink Grupp by the address www.tallink.com, on the website of Tallinn Stock Exchange by the address https://www.nasdaqbaltic.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 as of the notification of the Annual General Meeting until the day of the Annual General Meeting.
Questions concerning the items on the agenda may be sent on the e-mail address email@example.com.
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 AS Tallink Grupp 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 AS Tallink Grupp a draft resolution for every item of the agenda. This right may not be exercised after 3 days before holding the General Meeting.
Instructions for the participants in the Annual General Meeting:
- Shareholders registered in the share register maintained by Nasdaq CSD Eesti filiaal
Each shareholder, who is registered as at the record date in the shareholders’ register of the company held by Nasdaq CSD Eesti filiaal, and who would like to participate in the Annual General Meeting, shall for the registration provide the following:
- an identity document (Passport or ID Card) for natural person shareholders; for a representative of a natural person shareholder – an identity document (Passport or ID Card) and the duly signed written Power of Attorney.
- legal representative of legal person shareholder is required to provide an excerpt (or other similar document) from an appropriate commercial (companies’) register where the legal person is registered, which identifies the individual’s right to represent the shareholder (legal representation) (Estonian legal persons to provide an extract of the company’s registry card, issued not more than 15 days prior to the date of the General Meeting) and a valid personal identity document of the representative (Passport or ID Card). The authorized representative of a shareholder (legal person) whose right of representation is not reflected in the relevant excerpt (or other similar document) of the commercial (companies’) registry shall present, in addition to the documents listed hereinabove, the written Power of Attorney duly issued by the legal representative of the shareholder (authorities granted by transaction).
The documents of a shareholder registered abroad shall be legalised 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.
- Shareholders registered in the share register maintained by Euroclear Finland Oy (holders of Finnish share depositary receipts – hereinafter FDR holders)
In order to vote at the Annual General Meeting the FDR holders are asked, for organisational reasons, to inform the company in writing of the intention to attend the Annual General Meeting and to provide the copies of the documents requested below (the originals shall be taken to the meeting) by 22 May 2019, 16:00 (Estonian time) at the latest (by mail to Sadama 5/7, Tallinn 10111, Estonia or e-mail to firstname.lastname@example.org). The Annual General Meeting will be held in the Estonian language with simultaneous translation into the English language.
Nordea Bank Abp, as the FDR issuer, shall provide a Power of Attorney, authorising each FDR holder to vote at the Annual General Meeting with the number of votes corresponding to the depository receipts held by an FDR holder at the record date. The Power of Attorney provided by Nordea Bank Abp is issued with the right to further delegation.
Each FDR holder, who is registered as at the record date in the shareholders’ register held by Euroclear Finland Oy, and who would like to participate in the Annual General Meeting, shall for the registration provide the following:
- an identity document (Passport or ID Card) for natural person FDR holder; for a representative of a natural person FDR holder – an identity document (Passport or ID Card) and the duly signed written Power of Attorney.
- legal representative of legal person FDR holder is required to provide an excerpt (or other similar document) from an appropriate commercial (companies’) register where the legal person is registered, which identifies the individual’s right to represent the FDR holder (legal representation),and a valid personal identity document of the representative (Passport or ID Card); if the type of representation is other than legal representation reflected on the relevant excerpt from an appropriate commercial (companies’) register, a written Power of Attorney issued by the legal representative of the FDR holder must also be provided (authorities granted by transaction), as well as the representative’s passport or identity card (ID-card). Please note that the excerpt (or other similar document) of a legal person should be certified by the respective commercial (companies’) register (or a notary in case the register does not certify copies) and also legalised (process of validation of signature) or certified with apostille unless an international agreement stipulates otherwise (registration certificates issued in Finland always require certification with apostille).
Nominee registered FDR holders need to in addition to the documents listed above provide an additional Power of Attorney from their Finnish Account Operator. The form of such Power of Attorney is available on the website of the company: www.tallink.com
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@example.com or by bringing the above mentioned documents to the office of AS Tallink Grupp at Sadama 5/7, Tallinn, 4th Floor on business days from 9:00 AM to 4:00 PM latest by 22nd of May 2019 at 4:00 PM (Estonian time) and the forms of the documents provided for on the website 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 website of AS Tallink Grupp at www.tallink.com.
Management Board of AS Tallink Grupp
Advisor to the Management Board
Head of Investor Relations
AS Tallink Grupp
10111 Tallinn, Estonia