NOTICE CALLING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear shareholder of
The management board of
Registration of the shareholders begins at
The supervisory board of
1. Approval of the annual report of the financial year 2019
To approve the annual report of the financial year 2019 of
2. Deciding on the distribution of profit
To approve the following profit distribution proposal presented by the management board of
1) To approve the net profit of the financial year of 2019 in the sum of
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
3. Authorizing the acquisition of own shares
To grant to
1)
2) The sum of the book values of the own shares held by
3) The price payable for one share shall be the equal to the highest price paid at the
4) Own shares shall be paid for from the assets exceeding the share capital, the legal reserve and the premium.
4. Extension of authority of the member of the supervisory board and payment of remuneration
Due to the expiry of the term of authority of the member of the supervisory board
To continue to remunerate the work of the supervisory board members in accordance with resolution no 5 of the
5. Appointment of an auditor for the financial year 2020 and the determination of the procedure of remuneration of the 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 with the contract to be concluded with the auditor.
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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
The documents related to the annual general meeting of
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
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
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 or a power of attorney in electronic form (signed with a qualified e-signature in the meaning of eIDAS Regulation – e.g. a digital signature).
- 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 has been made no later than 15 days before the general meeting is held; 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, present a power of attorney in written or electronic form (signed with a qualified e-signature in the meaning of eIDAS Regulation – e.g. a digital signature) 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.
A translation into Estonian prepared by a sworn translator should be attached to the documents that are in a foreign language.
Documents in electronic form (signed with a qualified e-signature in the meaning of eIDAS Regulation – e.g. a digital signature) should be sent by email to the address investor@tallink.ee no later than
- 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
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
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
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
Yours faithfully,
Paavo Nõgene
Chairman of the management board
Advisor to the Management Board
Head of Investor Relations
Sadama 5
10111
E-mail joonas.joost@tallink.ee
Attachments
- Drafts of Resolutions of the Annual General Meeting
- CV
Enn Pant 30.06.2020
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