Notary of Tallinn Marika Rei Number of the register of the notary s acts 1158

Transcription

1 Notary of Tallinn Marika Rei Number of the register of the notary s acts 1158 AS TALLINK GRUPP MINUTES OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS This notarial act is prepared and attested by Marika Rei, Notary Public of Tallinn, whose office is located at Tatari 8/Sakala 22, Tallinn on this seventh (7) day of June (06) two thousand and twelve (2012) I, Marika Rei, Notary Public of Tallinn, whose office is located at Tatari 8/Sakala 22 Tallinn, was on seventh of June of the current year ( ) present at the Annual General Meeting of Shareholders of AS Tallink Grupp (hereinafter the Company), registry code , with location at Sadama 5/7, Tallinn. The meeting took place in the Conference Centre of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn. The meeting started at 11:00 and adjourned at 12:11. The notice calling the meeting was published on May 16, 2012 in the newspaper Postimees and on the web-page of AS Tallink Grupp at The list of shareholders entitled to participate at the Annual General Meeting was determined according to the share register as at 31 May 2012, 11:59 PM. Mr Toivo Ninnas, the chairman of the Supervisory Board of the Company opened the meeting and proposed to elect Mr Aare-Heino Raig (attorney at law of OÜ Aare Raig Advokaadibüroo) as the chairman of the meeting and Mrs Merje Järvelill as the secretary of the meeting. No other proposals were made. The voting was held by raise of the hand. All the attending shareholders were in favour of the proposal, no shareholder voted against the proposal and no shareholder remained neutral. Mr Aare Raig was elected the chairman of the meeting and Mrs Merje Järvelill was elected the secretary of the meeting who are personally known to the notary attesting the minutes. The chairman of the meeting made the following announcements: According to the share register as of May 31, 2012, 11:59 PM, the share capital of AS Tallink Grupp was euros, which was divided into shares with the par value of 0.60 euros per each share. Each share granting one vote at the meeting. AS Tallink Grupp owns its own shares, forming 0,5840% of the total amount of shares. A public limited company s own shares shall not grant the public limited company any rights of a shareholder. 74 shareholders were registered as attending at the Annual General Meeting, who owned shares ( votes), forming 70,20 % of AS Tallink

2 Grupp share capital from which the own shares of AS Tallink Grupp have been deducted. The participants of the meeting have been registered in the list of attending shareholders. The participants of the meeting were registered and voting results counted Estonian Central Register of Securities. Pursuant to Article 297 (1) of the Commercial Code of the Republic of Estonia and Clause 6.3 of the Articles of Association of AS Tallink Grupp, the general meeting of shareholders is eligible to pass resolutions if more than half of the votes representing the shares are represented at the meeting. Therefore, the meeting had quorum and was eligible to pass resolutions. The chairman of the meeting introduced the Notary Marika Rei, the members of the Management Board and the members of the Supervisory Board attended at the meeting, explained the procedure of the meeting and introduced the agenda of the meeting. No proposals were made to amend the agenda. The annual general meeting was held with the following agenda: 1. Approval of the Annual Report of Distribution of profits. 3. Nomination of an auditor and the determination of the procedure of remuneration of an auditor. 4. Election of the member of the Supervisory Board. 5. Remuneration for work of the member of Supervisory Board. The process of the meeting and the resolutions adopted at the meeting together with the voting results: 1. Approval of the Annual Report of The chairman of the meeting gave the opening word to the chairman of the Management Board Mr Enn Pant, who made the short review of the previous financial year and of current business. The member of the Management Board Mr Janek Stalmeister presented the report concerning the results of the financial year and the future actions. The chairman of the Supervisory Board Mr Toivo Ninnas read the report of the Supervisory Board concerning the Annual Report of Based on 298 section 1 subsection 7 of the Commercial Code, the General Meeting resolved: To approve the Annual Report of of AS Tallink Grupp presented by the Management Board.

3 Tabulation of votes of resolution no 1: In favour: votes (100 % of the represented votes) Against: 0 votes Impartial: votes (0 % of the represented votes) 2. Distribution of profits. The member of the Management Board Mr Janek Stalmeister presented the overview of the latest financial results of the company and presented the proposal of the distribution of the profits. Dissenting opinion: Shareholder Mr Jaak Annok objected orally to the draft resolution presented by the Management Board and notified of his request for dividend payment and, in case no dividends would be distributed, he requested free passenger tickets to the shareholders instead. Based on 298 section 1 subsection 7 and 335 of the Commercial Code, the General Meeting resolved: 1. The net profit for the financial year 01 September December 2011 of euros to be allocated as follows: euros to be transferred to the mandatory legal reserve; euros to be transferred to the retained earnings. 2. No dividends shall be distributed to the shareholders. Tabulation of votes of resolution no 2: In favour: votes (99,95 % of the represented votes) Against: votes (0,05 % of the represented votes) Impartial: votes (0 % of the represented votes) 3. Nomination of an auditor and determination of the procedure of remuneration of an auditor. The member of the Management Board Mr Andres Hunt introduced the auditor of the KPMG Baltics OÜ Mr Andres Root attended at the meeting and presented the proposal of the nomination of the auditor. Mr Toivo Ninnas submitted the Supervisory Board s evaluation on the activities of the auditor elected for the previous financial year: In the financial year of to KPMG Baltics OÜ was elected to act as an auditor whereas the leading auditor was Andres Root and the executive auditor was Eero Kaup. According to the agreement concluded with the Company of Auditors it conducted auditing of annual reports of AS Tallink Grupp and its subsidiary companies. The Supervisory Board approves the activities of the auditors during the previous financial year.

4 Based on 298 section 1 subsection 5 and 328, 329 of the Commercial Code, the General Meeting resolved: 1. To nominate the company of auditors KPMG Baltics OÜ to conduct the audit of the financial year of AS Tallink Grupp. 2. The auditors shall be remunerated according to the audit contract to be concluded. Annexed: consent of the auditor Tabulation of votes of resolution no 3: In favour: votes (99,56 % of the represented votes) Against: votes (0,36 % of the represented votes) Impartial: votes (0,09 % of the represented votes) 4. Election of the member of the Supervisory Board. The chairman of the Management Board Mr Enn Pant presented the proposal of the election of the members of the Supervisory Board. Based on 298 section 1 subsection 4 and 319 section 1 of the Commercial Code, the General Meeting resolved: Due to the expiry of the term of authority of the member of the Supervisory Board Mr Ashwin Roy on to elect Mr Ashwin Roy retroactively as from for the next term of authority as the member of the Supervisory Board of AS Tallink Grupp. Annexed: Consent of the member of the Supervisory Board Tabulation of votes of resolution no 4: In favour: votes (99,94 % of the represented votes) Against: votes (0 % of the represented votes) Impartial: votes (0,06 % of the represented votes) 5. Remuneration for work of the member of Supervisory Board. The chairman of the meeting informs that in addition to the draft resolution as regards the point of the agenda presented by the Management Board and the Supervisory Board, the shareholder AS Infortar has also presented the draft resolution to the General Meeting. Based on 293¹ section 4 of the Commercial Code, the shareholders of the listed public limited company, whose shares represent at least one-twentieth of the share capital, may submit to the public limited company a draft of the resolution in respect to each item on the agenda. The right may not be exercised later then 3 days before holding the General Meeting. AS Infortar owns AS Tallink Grupp shares, forming 40,0072 % of AS Tallink Grupp share capital, therefore AS Infortar shares represent at least one-twentieth of the share capital of AS Tallink Grupp and the draft resolution including the explanations was submitted on 1 st of June 2012.

5 The Chairman of the Management Board Mr Enn Pant presented the proposal of the Supervisory Board and the Management Board regarding the remuneration for work of the member of Supervisory Board: To remunerate the work of the member of the Supervisory Board pursuant to the resolution no 9 of of the Annual General Meeting of shareholders of AS Tallink Grupp. The Supervisory Board member Mr Ashwin Roy shall not be remunerated for his work as a member of the Supervisory Board with reference to his personal application about renouncing the payment. The Chairman of the Management Board Mr Ain Hanschmidt presented the draft resolution of the shareholder of AS Tallink Grupp, AS Infortar as regards the point of the agenda: 1. To remunerate the work of the member of the Supervisory Board of AS Tallink Grupp as from 01 July 2012 as follows: Chairman of the Supervisory Board Euros per month; Member of the Supervisory Board Euros per month. 2. The Supervisory Board member Mr Ashwin Roy shall not be remunerated for his work as a member of the Supervisory Board with reference to his personal application about renouncing the payment. First it was proposed to vote upon the question: Who are in favor of the proposal presented by the Supervisory Board and the Management Board regarding the remuneration for work by the member of the Supervisory Board? Tabulation of votes of the draft resolution presented by the Supervisory Board and the Management Board: In favour: votes (38,65 % of the represented votes) Against: votes (61,25 % of the represented votes) Impartial: votes (0,10 % of the represented votes) Second, it was proposed to vote upon the question: Who are in favor of the proposal presented by AS Infortar regarding the remuneration for work by the member of the Supervisory Board? Tabulation of votes of the draft resolution presented by AS Infortar: In favour: votes (75,88 % of the represented votes) Against: votes (0,38 % of the represented votes) Impartial: votes (6,34 % of the represented votes) Did not vote: votes As the draft resolution presented by AS Infortar received more votes, it was presented to the General Meeting to decide.

6 Based on 298 section 1 subsection 10 and 326 of the Commercial Code, the General Meeting resolved: 1. To remunerate the work of the member of the Supervisory Board of AS Tallink Grupp as from 01 July 2012 as follows: Chairman of the Supervisory Board Euros per month; Member of the Supervisory Board Euros per month. 2. The Supervisory Board member Mr Ashwin Roy shall not be remunerated for his work as a member of the Supervisory Board with reference to his personal application about renouncing the payment. Tabulation of votes of resolution no 5: In favour: votes (75,90 % of the represented votes) Against: votes (0,36 % of the represented votes) Impartial: votes (6,35 % of the represented votes) Did not vote: votes The chairman of the meeting declared the meeting ended. The shareholders did not file any written proposals nor applications. The shareholder Jaak Annok presented an oral objection to resolution under the point of agenda no 2, the chairman of the meeting explained to the shareholder the procedure for the filing of the objection but the shareholder did not wish to submit a written objection and requested that his objection is entered in the minutes. The decisions presented in the minutes were passed in accordance to the law and the articles of association. The signatories disclose that they have familiarized themselves with the documents referred to in the minutes, waive the review thereof and do not require the appending of these to the minutes. Before the signing this notarial act and its appendices were presented to the Chairman of the meeting and the secretary for the review and thereafter signed in the presence of the notary in handwriting. This notarial act (the minutes of the General Meeting and the resolutions) were prepared and signed in one (1) original copy which is deposited at the notarial office. At the day of preparation of this act AS Tallink Grupp is issued a transcript of the notarial act. The attestor of the notarial act shall file the digital copy to the Commercial Registry. According to the Regulations of Notaries Offices, 23 1 the parties in transaction shall be granted the access to the digital copy of this notarial act through the data exchange layer X-Road of the Information System. The attestor of this notarial act has explained to the signatories the content of 304 section 3 of the Commercial Code stipulating that the minutes shall be made accessible to the shareholders after seven days after the end of the general meeting.

7 The costs of the preparation of these minutes: in addition to the fees below the fees for preparation of the transcripts and attestation by the notary. Notary s fee 319,50 euros (the value of the transaction euros based on the 18 section 4, 22, 23 section 1, 29 section 1 subsection 4 of the Notary s Fees Act), VAT 20 % 63,90 euros, all together the notary s fee VAT inclusive 383,40 euros. The notary fee for the performance of a notarial act outside of the notary's office 7,60 euros (Notary Fees Act 36 section 2), VAT 20 % 1,52 euros, altogether 9,12 euros. This notarial act contains three hundred twenty four (324) pages bound with string and sealed with embossment. Chairman of the General Meeting: Name Signature Secretary of the meeting: Name Signature