Resolutions of the Annual General Meeting of Shareholders of AS Tallink Grupp

AS Tallink Grupp (registration code 10238429, location and address at Sadama 5, 10111 Tallinn) held its Annual General Meeting of Shareholders on 20 May 2025 at 11 AM at the conference centre of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.

66 shareholders were registered as attending at the Annual General Meeting of Shareholders, who owned 567,914,814 votes/shares (the amount of represented share capital 266,919,962.58 EUR), forming 76.38% of AS Tallink Grupp share capital.

Resolutions adopted at the meeting:

1. To approve the annual report of the financial year 2024 as presented by the Management Board of AS Tallink Grupp.

In favour of the resolution voted 99.31% of the votes represented at the meeting (563,979,615 votes).

2. To approve the following profit distribution proposal as prepared by the Management Board of AS Tallink Grupp:

1. To approve the net profit of the financial year 2024 in the amount of 40 274 000 euros. The retained earnings of previous periods total to 325 991 000 euros. Therefore, the distributable profit totals to 366 265 000 euros as at 31.12.2024;
2. To allocate 0 euros to mandatory legal reserve;
3. Not to make any allocations to other reserves prescribed by law or the articles of association;
4. To allocate 0 euros to retained earnings;
5. To pay the shareholders dividends of 0.06 euros per share, in the total amount of 44 614 143.84 euros;

1. 1. 0.03 euros per share shall be paid to the shareholders who are included in the list of shareholders on 19 June 2025 as at the end of the business day of the settlement system of the securities registrar (record-date). Consequently, the day of change of the rights related to the shares (ex-date) is on 18 June 2025. The dividend shall be paid to the shareholders by transfer to the bank account of the shareholders on 2 July 2025.
   2. 0.03 euros per share shall be paid to the shareholders who are included in the list of shareholders on 14 November 2025 as at the end of the business day of settlement system of the securities registrar (record-date). Consequently, the day of change of the rights related to the shares (ex-date) is on 13 November 2025. The dividend shall be paid to the shareholders by transfer to the bank account of the shareholders on 25 November 2025.

In favour of the resolution voted 99.26% of the votes represented at the meeting (563,705,849 votes).

3. To appoint the audit firm KPMG Baltics OÜ as the auditor of AS Tallink Grupp for the financial year 2025 and to remunerate the work in accordance with the contract to be concluded with the auditor.

In favour of the resolution voted 98.13% of the votes represented at the meeting (557,266,532 votes).

4. Due to the expiry of the term of authority of the members of the Supervisory Board, Ain Hanschmidt, Eve Pant, Toivo Ninnas and Raino Paron on 19.09.2025, to extend the term of authority for the next 3-year term from 20.09.2025. To continue with the remuneration of the members of the Supervisory Board in accordance with the resolution No 4 adopted by the General Meeting of Shareholders on 07.05.2024.

In favour of the resolution voted 98.11% of the votes represented at the meeting (552,092,374 votes).

5. To amend the second sentence of the Article 2.4. of the Articles of Association and word it as follows: “Supervisory board shall be authorised within 3 years as from 1 January 2026 to increase the share capital by up to 35 000 000 euros, increasing the share capital up to 384 477 460,08 euros.”

In favour of the resolution voted 98.82% of the votes represented at the meeting (561,209,264 votes).

6. To approve the issuing of options as part of the 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:

1. 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 of AS Tallink Grupp) for the third year of the Option program (period 13 June 2025 to 13 June 2026).
2. 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 of AS Tallink Grupp) for the third year of the Option program (period 13 June 2025 to 13 June 2026).
3. 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 of AS Tallink Grupp) for the third year of the Option program (period 13 June 2025 to 13 June 2026).
4. 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 AS Tallink Grupp) for the third year of the Option program (period 13 June 2025 to 13 June 2026).
5. 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 of AS Tallink Grupp) for the third year of the Option program (period 13 June 2025 to 13 June 2026).
6. 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 of Tallink Grupp) for the third year of the Option program (period 13 June 2025 to 13 June 2026).

To appoint the Chairman of the Management Board of AS Tallink Grupp as the representative of AS Tallink Grupp when concluding the Agreements of Share Option with the abovementioned Members of the Supervisory Board.

In favour of the resolution voted 97.07% of the votes represented at the meeting (540,013,593 votes).

Anneli Simm
Investor Relations Manager

AS Tallink Grupp
Sadama 5
10111 Tallinn, Estonia
E-mail anneli.simm@tallink.ee
Phone: +372 56157170

Attachment

• AGM presentation 2025_ENG