Tallink Grupp 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 9th June 2015 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:
- Approval of the Annual Report of the financial year 2014
To approve the Annual Report of the financial year 2014 of AS Tallink Grupp presented by the Management Board.
- 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 2014 in the sum of 27 261 000 euros;
2) To allocate 1 363 000 euros from the net profit to the mandatory legal reserve;
3) To pay dividends to the shareholders 0.02 euros per share, in the total amount of 13 398 000 euros;
4) 12 500 000 euros to be transferred to the retained earnings.
The list of the shareholders entitled to dividends shall be fixed as at 26th June 2015, 11:59 PM. Dividends shall be paid to the shareholders by transfer to the bank account of the shareholders on 8th July 2015.
- Appointment of an auditor for the financial year 2015 and the determination of the procedure of remuneration of an auditor
- To appoint the company of auditors KPMG Baltics O? to conduct the audit of the financial year 2015.
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The auditors shall be remunerated according to the audit contract to be concluded.
- Approval of the Share Option Program of AS Tallink Grupp
To approve the Share Option Program of AS Tallink Grupp upon the following terms and conditions:
1. The aim of the Option Programme is to motivate the management and the employees of AS Tallink Grupp by including them as shareholders and enabling the management and the employees to benefit from the increase of the value of the shares resulting from their contributions.
2. The holders of the rights of the Option Programme (the „Holder(s) of the Rights“) are
2.1 AS Tallink Grupp management board members appointed by the supervisory board of AS Tallink Grupp;
2.2 AS Tallink Grupp employees and the members of the managing bodies and the employees of the undertakings that belong to the same group with AS Tallink Grupp, appointed by the supervisory board of AS Tallink Grupp or, in case the supervisory board has delegated such right to the management board of AS Tallink Grupp, by the management board.
3. Each share option issued under the Option Programme (the „Option(s)“) entitles the Holder of the Rights the right to acquire one (1) AS Tallink Grupp share for a strike price of 0.7 euros. The supervisory board of AS Tallink Grupp has the right to determine by its resolution that a Holder of the Rights has the right to acquire, with each Option, one (1) AS Tallink Grupp share for a strike price higher than 0.7 euros. Under the Option Programme, a Holder of the Rights may be issued Options more than once. The Options issued to one Holder of the Rights or to various Holders of the Rights do not have to confer the right to acquire a share of AS Tallink Grupp for the same strike price.
4. AS Tallink Grupp has the right to issue, under the Option Programme, up to 20 000 000 Options altogether.
5. The number of Options a Holder of the Rights may acquire is determined by the supervisory board with its resolution, but to none of the Holders of the Rights more than 5 000 000 Options may be issued. In the supervisory board resolution, the person who will conclude an option contract in the name of AS Tallink Grupp with the members of the management board of AS Tallink Grupp, shall also be nominated. The supervisory board of AS Tallink Grupp may delegate the appointment of the Holders of the Rights who are not members of the management board of AS Tallink Grupp and the determination of the number of the Options they will be issued to the management board of AS Tallink Grupp. For the avoidance of doubt, the supervisory board of AS Tallink Grupp or, in case of the delegation, the management board, has the right to decide issuing the Options to Holders of the Rights repeatedly.
6. The management board of AS Tallink Grupp notifies Holders of the Rights about the supervisory board or the management board resolutions named in point 5 in writing.
7. Holders of the Rights will not be charged for subscribing to and acquiring of the Options.
8. In case a Holder of the Rights wished to acquire the Options, the Holder of the Rights has to conclude a written option contract with AS Tallink Grupp within one (1) month from receiving the notification form the management board named in point 6. In case the contract will not be concluded within the referred time limit, the Holder of the Rights loses the right to acquire the Options.
9. The exact conditions of a written option contract will be decided by the supervisory board of AS Tallink Grupp who also has the right to stipulate that the number of the Options which a Holder of the Rights may be exercise will depend on the price of an AS Tallink Grupp share on the stock market, the economic situation of the company, the fulfilment of the goals set for the Holder of the Rights or on other conditions set by the supervisory board. In addition, the supervisory board of AS Tallink Grupp has the right to decide that, in the written option contract, sanctions may be agreed upon for cases when AS Tallink Grupp does not fulfill the obligations taken with the option contract.
10. A Holder of the Rights has the right to exercise the Options during a time period between 36 calendar months and 66 calendar months after the conclusion of the written option contract.
11. A Holder of the Rights does not have the right to transfer the Options to third parties.
12. In order to fulfill the conditions of the Option Programme and for honoring its obligations under the Options, AS Tallink Grupp may buy from the market its own shares or increase its share capital and emit, after the term for the exercise of the Option, new shares that entitle a Holder of the Rights the right to receive dividend in the financial year following the emission. Whether the obligations under the Options issued are satisfied via the emission of new shares or via share buyback from the secondary market, shall be decided by the supervisory board of AS Tallink Grupp.
13. In case for the fulfillment of the Option Programme and for enabling the exercise of Options, new shares are emitted, then, regarding the shares that are emitted, the pre-emptive subscription right for the shares of the shareholders shall be excluded in accordance with the Commercial Code § 345 (1) and the emission of the shares will be directed to the Holders of the Rights who exercised the Option.
5. Amending the Articles of Association
To amend the Articles of Association and to approve the version annexed hereto.
“Supervisory Board shall be authorized within three years as from 1 January 2016 to increase the share capital by 25 000 000 Euros increasing the share capital up to 429 290 224 Euros.”
6. Authorizing the acquisition of own shares
To grant to the public limited company the right to acquire the shares of AS Tallink Grupp subject to the following conditions:
1) The company is entitled to acquire own shares within five years as from the adoption of this resolution.
2) The total nominal values of the shares owned by the company shall not exceed 10 % of the share capital.
3) The price payable for one share shall not be more than is the highest price paid at Tallinn Stock Exchange for the share of AS Tallink Grupp at the day when the share is aquired.
4) Own shares shall be paid for from the assets exceeding the share capital, mandatory legal reserve and issue premium.
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 2nd June, 11:59 PM.
The materials of the Annual General Meeting, including the drafts of the resolutions, annual report of the financial year 2014 of AS Tallink Grupp, the auditors’ report, the profit distribution proposal 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 in 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 on 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, 4th Floor on business days from 9:00 AM to 4:00 PM latest by 8 June 2015 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.
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