Notice Calling the Annual General Meeting of Shareholders
Dear shareholder of AS Tallink
Grupp,
The Management Board of AS Tallink
Grupp, registration code 10238429, location and address at Sadama
5, 10111 Tallinn, is calling the annual general meeting of
shareholders on 7 May 2024 at 11:00 AM (Estonian time) at the
conference centre of Tallink SPA & Conference Hotel, at the
address Sadama 11a, Tallinn.
Registration of the shareholders begins
at 10:00 AM at the venue of the general meeting.
The Supervisory Board of AS Tallink
Grupp determined the following agenda of the annual general meeting
of AS Tallink Grupp and presents the following proposals to the
shareholders:
1. Approval of the
annual report of the financial year 2023
To approve the annual report of the financial year 2023 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 2023 in the
sum of 78 872 000 euros;
2) Not to make any allocations to the mandatory legal reserve;
3) To pay dividends to the shareholders 0.06 euros per share, in
the total amount of 44 614 143.84 euros;
4) Not to make any allocations for other reserves prescribed by law
or by the articles of association.
5) To transfer 34 257 856.16 euros to the retained earnings of
previous periods.
The list of the shareholders entitled to the dividend shall be
fixed as at 20.06.2024 at the end of the working day of the
settlement system of Nasdaq CSD Estonia. Consequently, the day of
change of the rights related to the shares (ex-dividend date) is
set to 19.06.2024. From this day onwards, persons acquiring the
shares will not have the right to receive dividends for the
financial year 2023.
The dividend shall be paid to the shareholders by transfer to the
bank account of the shareholders on 3.07.2024.
3. Appointment of an auditor for the
financial year 2024 and the determination of the procedure of
remuneration of an auditor
To appoint the company of auditors KPMG Baltics OÜ to conduct the
audit of the financial year 2024 and to remunerate the work
according to the audit contract that shall be concluded with the
auditor.
4. Determination
of the of the remuneration of the supervisory Board
members
To determine the remuneration fee of the Member of the Supervisory
Board as from 08.05.2024:
1.Chairman of the Supervisory Board – 12 000 euros per month
(gross);
2.Member of the Supervisory Board – 7 000 Euros per month
(gross).
5. Extension of authority of the Member
of the Supervisory Board Kalev Järvelill
Due to the expiry of the term of authority of the Member of the
Supervisory Board of AS Tallink Grupp Kalev Järvelill on
13.06.2024, to extend the authority of Kalev Järvelill as the
Supervisory Board Member for the next 3-year term, which is until
13.06.2027.
6. Amendment of the Articles of
Association
To amend the second sentence of the Article 2.4. of the Articles of
Association of AS Tallink Grupp and word it as follows:
“Supervisory board shall be authorised within 3
years as from 1 January 2025 to increase the share capital by 35
000 000 euros, increasing the share capital up to 384 477 460,08
euros.”
Approve the new version of the Articles of
Association as presented to the general meeting of
shareholders.
7. Issuance on options
as part of the Option program to the Members of the Supervisory
Board
To approve the issuing of options as part of the option program
(“Option Program”) to the Members of the Supervisory Board of AS
Tallink Grupp and to conclude the Agreements of Share Option in
accordance with the terms of the Option Program approved by the
General Meeting of shareholders of AS Tallink Grupp on 13.06.2023
and as follows:
- The Member of the Supervisory Board Enn Pant has the right to
acquire 300 000 options (which gives the right to acquire 300 000
shares) for the second year of the Option Program (period 13 June
2024 to 13 June 2025).
- The Member of the Supervisory Board Ain Hanschmidt has the
right to acquire 300 000 options (which gives the right to acquire
300 000 shares) for the second year of the Option Program (period
13 June 2024 to 13 June 2025).
- The Member of the Supervisory Board Eve Pant has the right to
acquire 300 000 options (which gives the right to acquire 300 000
shares) for the second year of the Option Program (period 13 June
2024 to 13 June 2025).
- The Member of the Supervisory Board Raino Paron has the right
to acquire 300 000 options (which gives the right to acquire 300
000 shares) for the second year of the Option Program (period 13
June 2024 to 13 June 2025).
- The Member of the Supervisory Board Toivo Ninnas has the right
to acquire 300 000 options (which gives the right to acquire 300
000 shares) for the second year of the Option Program (period 13
June 2024 to 13 June 2025).
- The Member of the Supervisory Board Kalev Järvelill has the
right to acquire 300 000 options (which gives the right to acquire
300 000 shares) for the second year of the Option Program (period
13 June 2024 to 13 June 2025).
- To appoint the Chairman of the Management Board of AS Tallink
Grupp Paavo Nõgene as the representative of AS Tallink Grupp when
concluding the Agreements of Share Option with the abovementioned
Members of the Supervisory Board.
___________________________________
The list of shareholders entitled to participate
in the annual general meeting shall be determined seven calendar
days before holding the general meeting, i.e. as at the end of the
business day of the settlement system of the registrar of the
Estonian register of securities (Nasdaq CSD SE) and Euroclear
Finland Oy on 30 April 2024 (record date).
The documents related to the annual general
meeting of AS Tallink Grupp, the documents to be presented to the
general meeting and the other important information related to the
general meeting, inter alia, the drafts of the resolutions, annual
report of the financial year 2023 of AS Tallink Grupp, the
supervisory board’s report, the sworn auditor’s report, the
proposal for profit distribution and the substantiations presented
by the shareholders regarding items on the agenda (if any are
received) and the information concerning the candidate for the
Supervisory Board member and the candidate for the auditor, may be
examined on the website of AS Tallink Grupp at the address
www.tallink.com/annual-general-meeting, on the website of the
Tallinn Stock Exchange at the address www.nasdaqbaltic.com and
in the office of AS Tallink Grupp at the address Sadama 5, Tallinn,
1st floor, on business days from 09:00 AM to 4:00 PM as
of the notification of the general meeting until the date of
holding the general meeting. The information stipulated in §
2941 of the Commercial Code is available to the
shareholders on the website of AS Tallink Grupp at the address
www.tallink.com/annual-general-meeting until the date of holding
the general meeting (included).
A shareholder may ask questions concerning the
matters on the agenda by sending the respective questions to the
email address investor@tallink.ee.
A shareholder has the right to receive
information from the management board on the activities of AS
Tallink Grupp at the general meeting of AS Tallink Grupp. The
management board may refuse to give information if there is a basis
to presume that this may cause significant damage to the interests
of the public limited company. 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 as from the holding of 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
1/20 of the share capital may demand inclusion of additional issues
on the agenda of the annual general meeting if such demand is
presented no later than 15 days before the general meeting is held.
The shareholders whose shares represent at least 1/20 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 later
than 3 days before the general meeting is held. The aforementioned
documents shall be submitted to AS Tallink Grupp in writing to the
address AS Tallink Grupp, Sadama 5, 10111 Tallinn or be sent in
electronic form (signed with a qualified e-signature in the meaning
of Regulation (EU) No 910/2014 of the European Parliament and of
the Council – e.g. a digital signature) to the email address
investor@tallink.ee.
AS Tallink Grupp does not enable electronic
participation in or electronic voting at the general meeting (§
331 of the General Part of the Civil Code Act and §
2901 of the Commercial Code) nor voting before the
meeting (§ 2982 of the Commercial Code).
Instructions for the participants in the
annual general meeting:
- Shareholders who are registered in the share register
maintained by Nasdaq CSD SE
We kindly ask the shareholders, who are as at
the record date registered in the share register maintained by
Nasdaq CSD SE and who wish to participate in the annual general
meeting, to present the following documents for registration:
- Shareholder who is a natural person should
present an identity document (passport or ID card).
- Representative of a shareholder who is a natural
person should present an identity document (passport or ID
card) and a duly signed written power of attorney.
- Legal representative of a shareholder who is a legal
person should present an extract (or other similar
document) from the respective business register in which the legal
person is registered, which shows the person’s right to represent
the shareholder (legal persons registered in Estonia should present
an extract of the commercial register registry card which is not
older than 15 days; legal persons registered in a foreign country
should present a certified extract (or other similar document which
is not older than 6 months), and an identity document of the
representative (passport of ID card).
- Authorized representative of a legal person
whose right of representation does not show from the respective
business register extract (or other similar document) should, in
addition to the aforementioned documents (i.e. the extract and the
identity document), present a written power of attorney duly issued
by the legal representative of the shareholder.
The documents of a shareholder who is a legal
person registered in a foreign country, which have been issued by a
foreign official, must be legalized or apostilled (unless otherwise
foreseen in an applicable international agreement or
convention).
A translation into Estonian prepared by a sworn
translator should be attached to the documents that are in a
foreign language.
AS Tallink Grupp may register an aforementioned
shareholder as a participant in the general meeting also in case
all the required data concerning the legal person and its
representative are contained in a notarized power of attorney
issued to the representative in a foreign country 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 (FDRs) – hereinafter the FDR holders)
In order to participate in the annual general
meeting, the FDR holders are kindly asked, for organizational
purposes, to inform AS Tallink Grupp in writing or in a form which
can be reproduced in writing of his/her/its intention to
participate in the annual general meeting and to provide the copies
of the documents requested below (the originals should be presented
at the registration of the shareholders on the day of the meeting)
no later than 6 May 2024, 4:00 PM (Estonian time) by mail to the
address Sadama 5, Tallinn 10111, Estonia or by email to the
address investor@tallink.ee.
Nordea Bank Abp as the FDRs agent shall issue a
power of attorney authorizing each FDR holder to vote at the annual
general meeting with the number of votes corresponding to the
number of FDRs held by the FDR holder as at the record date. The
power of attorney issued by Nordea Bank Abp is issued with the
right to delegate the authorization.
We kindly ask the FDR holders, who are
registered as at the record date in the share register maintained
by Euroclear Finland Oy and who would like to participate in the
annual general meeting, to present for the registration the
documents indicated above in section 1 of the instructions (in
addition to the documents indicated in section 2 of the
instructions).
FDR holders, who hold their FDRs on a nominee
account, should present, in addition to the aforementioned
documents, a power of attorney issued by his/her/its Finnish
account operator. The form of the respective power of attorney is
available from the website of AS Tallink Grupp at the address
www.tallink.com/annual-general-meeting.
The annual general meeting will be held in the
Estonian language with simultaneous translation into the English
language.
A shareholder may, before the general meeting is
held, notify AS Tallink Grupp of the appointment of a
representative and of the withdrawal of the authorization by the
principal by email to the address investor@tallink.ee or by
delivering the aforementioned documents to the office of AS Tallink
Grupp at Sadama 5, Tallinn, 1st floor on business
days from 9:00 AM to 4:00 PM no later than 6 May 2024 at 4:00 PM
(Estonian time), by using the forms provided on the website of AS
Tallink Grupp at the
address www.tallink.com/annual-general-meeting. Information
about the procedure for the appointment of a representative and for
the withdrawal of the authorization (including form requirements)
can be found on the website of AS Tallink Grupp at the
address www.tallink.com/annual-general-meeting.
Yours faithfully,
Paavo Nõgene
Chairman of the Management Board
Anneli Simm
Investor Relations Manager
AS Tallink Grupp
Sadama 5
10111 Tallinn, Estonia
E-mail anneli.simm@tallink.ee
- 529900QRMWAKKR3L9W75-2023-12-31-en
- Articles of Association_Tallink_070524
- Draft resolutions_070524
- Form-Authorization-Withdrawal_en_070524
for-nominee-FDR-holders
- Form-Authorization-Withdrawal_en_070524
- Form-Power-Attorney_en_070524
- Form-Power-Attorney_en_070524-for-nominee-FDR-holders
- Kalev Järvelill Curriculum Vitae
- Tallink Grupp-AR-2023-ENG-copy
- AS Tallink Grupp Supervisory Board report 2023
Tallink Grupp As (LSE:0NY4)
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De Oct 2024 a Nov 2024
Tallink Grupp As (LSE:0NY4)
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De Nov 2023 a Nov 2024
