Increase of share capital in connection with the share option programme and subscription results

The Supervisory Board of AS Tallink Grupp (hereinafter the Group) resolved to increase the Group’s share capital by EUR 2,451,661 through the issuance of new ordinary shares. The resolution to increase the share capital was adopted in connection with the exercise of options issued under the share option programme approved by the Group’s General Meeting of Shareholders on 13 June 2023, in accordance with the terms and conditions of the share option programme.

A total of 70 option holders exercised their option rights, subscribing for 5,216,300 new shares and paying a total of EUR 2,451,661 for the shares. The remaining 2,053,700 unexercised options will be cancelled.

The resolutions of the Group’s Supervisory Board are as follows:

1. To increase the Group’s share capital by EUR 2,451,661, as a result of which the Group’s share capital will increase from EUR 349,477,460.08 to EUR 351,929,121.08.
2. The share capital will be increased through the issuance of new shares (ISIN: EE3100004466). A total of 5,216,300 new ordinary shares of the Group, with a notional value of EUR 0.47 per share, will be issued. Following the increase of the share capital, the Group will have a total of 748,785,364 ordinary shares.
3. Pursuant to the resolution of the Group’s General Meeting of Shareholders of 13 June 2023 approving the Group’s share option programme and its principal terms and conditions, the pre-emptive right to subscribe for the new shares to be issued belongs to the members of the Group’s Supervisory Board, the members of the Group’s Management Board designated by the Supervisory Board, and the senior employees of AS Tallink Grupp and members of the managing bodies and senior employees of companies that belong to the same group as AS Tallink Grupp designated by the Supervisory Board or, where the Supervisory Board has delegated the respective authority to the Management Board of AS Tallink Grupp, by the Management Board, with whom the Group has entered into the relevant option agreements (the option holders).
4. The Group’s shareholders to whom the share option programme does not apply do not have a pre-emptive right to subscribe for the new shares issued in connection with the increase of the share capital.
5. The period for subscription for and payment of the new shares was from 1 August to 14 September 2026. The new shares were paid for in full by monetary contributions.
6. The increase of the share capital to the extent subscribed for and paid by the option holders will be registered with Nasdaq CSD and the Estonian Commercial Register.
7. The increase of the share capital will not result in any differences or special rights attaching to the Group’s ordinary shares. The newly issued shares will carry the right to dividends for the financial year commencing on 1 January 2026 and subsequent financial years, provided that the payment of dividends is resolved.
8. The Group will submit an application to Nasdaq Tallinn for the listing and admission to trading of the new shares issued in connection with the share capital increase. The expected first trading day of the new shares will be the first day following the day on which the Group has notified Nasdaq Tallinn of the registration of the share capital increase with the Estonian Commercial Register and the registration of the new shares under ISIN EE3100004466.

Anneli Simm
Investor Relations Manager

AS Tallink Grupp
Sadama 5
10111 Tallinn, Estonia
E-mail anneli.simm@tallink.ee
Phone: +372 5615 7170