Minutes of annual general meeting
AS Tallink Grupp Resolutions of the Annual General Meeting of 23 May 2019
107 shareholders were registered as attending at the Annual General Meeting, who owned 540,057,134 shares (the amount of represented share capital 291,630,852.36 EUR), forming 80.62% of AS Tallink Grupp share capital.
Resolutions adopted at the meeting:
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.
The resolution was adopted with 99.86% votes in favour (539,302,424 votes).
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.
The resolution was adopted with 100.00% votes in favour (540,033,608 votes).
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.
The resolution was adopted with 99.99% votes in favour (539,986,105 votes).
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.
The resolution was adopted with 99.97% votes in favour (539,913,541 votes).
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.
The resolution was adopted with 85.49% votes in favour (461,679,970 votes).
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.
The resolution was adopted with 54.86% votes in favour (296,296,917 votes).
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.
The resolution was adopted with 99.98% votes in favour (539,958,195 votes).
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 resolution was adopted with 99.58% votes in favour (537,798,315 votes).
Dividend and reduction of share capital payment ex-date:
Both the list of the shareholders entitled to the dividend and 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 20.06.2019 at the end of the working day of the settlement system. Proceeding from the above, the ex-date is 19.06.2019. From that date the new owner of the shares (ISIN: EE3100004466) or Finnish Depository Receipts („FDR“s; ISIN FI4000349378) is not entitled to receive dividends for the year 2018 and to receive the payments arising from the reduction of the book values of the shares decided on the 23.05.2019 shareholders general meeting.
Brief overview of Raino Paron career
Raino Paron joined Ellex Raidla in 1995 and is a partner of the firm since 1998. In addition he holds the positions of Chairman of the Arbitration Court of the Tallinn Stock Exchange since 1996, Member of the Management Board of Finance Estonia since 2011 and Member of the Supervisory Board of Inbank AS since 2016. Raino Paron graduated from Georgetown University, USA in 1993 with a LL.M degree (Master of Laws) with honours and from the University of Tartu, Estonia in 1990 with a degree equivalent to Master’s degree in law (cum laude). Raino Paron owns 100% holding in OÜ PPG-Invest, which owns 3,294 AS Tallink Grupp shares.
Advisor to the Management Board
Head of Investor Relations
AS Tallink Grupp
10111 Tallinn, Estonia