Turismo
Notice on Calling the Annual General Meeting of Shareholders of as Tallinna Sadam
Dear shareholder!
The management board of AS Tallinna Sadam (hereinafter: Tallinna Sadam), registry code 10137319, address Sadama 25, 15051 Tallinn, hereby calls the annual general meeting of shareholders, to be held at
Registration of participants will start at the venue of the meeting on 24 April 2025 at 13.15. seven days before the general meeting, i.e., as of at the end of the business day of the Nasdaq CSD settlement system.
As of the date of publication of this notice, the share capital of AS Tallinna Sadam is 263,000,000 euros. AS Tallinna Sadam has 263,000,000 ordinary shares, each share giving 1 (one) vote at the general meeting.
In addition to participating at the meeting, the shareholders can vote the resolutions of the general meeting by e-mail or mail before the general meeting by sending a completed and signed ballot to the management board by 12:00 on 23 April at the latest. Ballots received by the management board after the deadline mentioned above will not be considered. More detailed information is indicated below in the notice under organizational issues.
The list of shareholders entitled to receive dividends will be established as at 9 May 2025 at the end of the business day of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 8 May 2025. From that day the person acquiring the shares will not have the right to receive dividends for the financial year 2024. Dividends shall be disbursed to the shareholders on 16 May 2025.
According to the terms of the procurement, AS Tallinna Sadam has the right to extend the procurement contract for the audit of the financial year 2025.
In connection with the end of the term of office (30 June 2025) of the supervisory board members of AS Tallinna Sadam Riho Unt, Kaur Kajak, Ain Tatter, Marek Helm, Risto Mäeots, Maarika Honkonen and Veiko Sepp and pursuant to the proposal made by the nomination committee of AS Tallinna Sadam:
To appoint Priit Perens, Meelike Paalberg, Anneli Heinsoo, Teele Lepp, Marek Helm, Kaur Kajak and Sander Salmu, as members of the supervisory board of AS Tallinna Sadam for the term of office from 1 July 2025 to 30 June 2028.
To appoint Priit Perens as chairman of the supervisory board starting from 1 July 2025.
The terms of office of the members of the supervisory board Riho Unt, Maarika Honkonen, Risto Mäeots, Ain Tatter and Veiko Sepp will not be extended and will expire on 30 June 2025.
For registration to the general meeting, we kindly ask participants to submit the following documents:
A shareholder is asked to inform Tallinna Sadam of the appointment of a representative or withdrawal of the authorisation prior to the general meeting, by sending the corresponding digitally signed authorisation or pdf-copy of the original authorisation (original of the authorisation must be presented at the meeting) to the general meeting's e-mail address investor@ts.ee or by delivering the original of the authorisation to Sadama 25, 15051 Tallinn, on working days between 9:00 a.m. to 4:00 p.m., at the latest by 12:00 a.m. on 23 April 2025. The authorisation document form example is available for the shareholder on AS Tallinna Sadam website at https://www.ts.ee/en/investor/agm/.
1. the shareholder with voting rights or his / her authorized representative can send a digitally signed or signed on paper and scanned completed voting ballot to investor@ts.ee the latest by 23 April 2025 12:00 (EEST).
2. the shareholder with voting rights or his / her authorized representative delivers the completed and personally signed ballot in paper form to the head office of Tallinna Sadam at Sadama 25, 15051 Tallinn so it arrives no later than 23 April 2025 at 12:00 (EEST).
In order to enable the identification of a shareholder, the voting ballot sent by e-mail must be digitally signed. When sending a paper-signed and scanned voting ballot by e-mail or sending a paper-signed voting ballot by post, a copy of the personal data page (incl. document validity date) of the shareholder's or his / her representative's identity document (e.g. passport or ID card) must be sent with the voting ballot. The shareholder's representative must also forward a valid power of attorney in Estonian or English in a form that can be reproduced in writing. The shareholder may use a power of attorney form, which is available on Tallinna Sadam website https://www.ts.ee/en/investor/agm/ .
If the shareholder is a legal entity registered in a foreign country, please forward a copy of the extract from the relevant foreign commercial register, which shows the right of the representative to represent the shareholder (legal authorization). The statement must be in English or translated into Estonian or English by a sworn translator or an official equivalent to a sworn translator.
If the shareholder who sent the voting ballot before the general meeting also attends the general meeting physically, all ballot papers sent by the shareholder earlier are considered invalid.
, and the voting ballot form can be downloaded from the investor webpage of Tallinna Sadam https://www.ts.ee/en/investor/agm/ . In addition, documents are available from April 3 to April 23 on weekdays from 10:00 a.m. to 4:00 p.m. at the head office of Tallinna Sadam, Sadama 25, 15051 Tallinn. Please send questions related to the draft resolutions of shareholders by e-mail to investor@ts.ee.
. The management board may refuse to provide information, if there is reason to presume that this may harm the interests of the company. When the management board refuses to provide information, a shareholder may demand that the legality of the shareholder's demand be decided by the general meeting or submit an application to the court within two weeks without a lawsuit in order to oblige the management board to provide information.
Shareholders, whose shares represent at least 1/20 of the share capital of Tallinna Sadam, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 days prior to the general meeting, i.e. at the latest by 9 April 2025, at the e-mail address investor@ts.ee or to the address: AS Tallinna Sadam, Sadama 25, 15051 Tallinn, Estonia.
Shareholders, whose shares represent at least 1/20 of the share capital of Tallinna Sadam, may submit to the company in writing alternative draft resolution on each agenda item, by sending the draft to the e-mail address investor@ts.ee or to the address: AS Tallinna Sadam, Sadama 25, 15051 Tallinn, Estonia. The draft must be received by AS Tallinna Sadam no later than three days before the general meeting, i.e. at the latest by 21 April 2025.
with an English translation will be published later on the website of Tallinna Sadam.
Yours sincerely
Management Board of Tallinna Sadam
Attachments
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti