Minutes of annual general meeting
AS Tallink Grupp Resolutions of the Annual General Meeting of 30 July 2020
69 shareholders were registered as attending at the Annual General Meeting, who owned 497,534,223 shares (the amount of represented share capital 233,841,084.81 EUR), forming 74.27% of AS Tallink Grupp share capital.
Resolutions adopted at the meeting:
1. Approval of the Annual Report of AS Tallink Grupp
To approve the Annual Report of 2019 of AS Tallink Grupp presented by the Management Board.
In favour of the resolution voted 99.87% of the votes represented at the meeting (496,910,671 votes)
2. 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 2019 in the sum of 49,718,000 euros;
2) To allocate 2,486,000 euros from the net profit to the legal reserve;
3) No dividends shall be paid to the shareholders;
4) To transfer 47,232,000 euros to the retained earnings of previous periods.
In favour of the resolution voted 99.99% of the votes represented at the meeting (497,496,659 votes)
3. Authorizing the acquisition of own shares
To grant to AS Tallink Grupp the right to acquire the shares of AS Tallink Grupp subject to the following conditions:
1) AS Tallink Grupp is entitled to acquire its own shares within five years as from the adoption of this resolution of the general meeting.
2) The sum of the book values of the own shares held by AS Tallink Grupp shall not exceed 1/10 of the share capital.
3) The price payable for one share shall not be higher than the highest price paid at the Tallinn Stock Exchange for the share of AS Tallink Grupp on the day when the share is acquired; and
4) Own shares shall be paid for from the assets exceeding the share capital, the legal reserve and issue premium.
In favour of the resolution voted 99.99% of the votes represented at the meeting (497,497,659 votes)
4. Extension of authority of the member of the supervisory board.
Due to the expiry of the term of authority of the member of the supervisory board Enn Pant on 13.06.2020, to extend the authority of Enn Pant as the supervisory board member for the next 3-year term of office retroactively from 14.06.2020.
To continue to remunerate the work of the supervisory board members in accordance with the resolution no 5 of the 07.06.2012 annual general meeting of shareholders of AS Tallink Grupp.
In favour of the resolution voted 88.12% of the votes represented at the meeting (438,444,872 votes)
5. Appointment of an auditor for the financial year 2020 and the determination of the procedure of remuneration of an auditor.
To appoint the audit firm KPMG Baltics OÜ to conduct the audit of the financial year 2020 and to remunerate the auditor in accordance to the contract to be concluded with the auditor.
In favour of the resolution voted 99.53% of the votes represented at the meeting (495,208,892 votes)
Advisor to the Management Board
Head of Investor Relations
AS Tallink Grupp
10111 Tallinn, Estonia