AS Tallink Grupp Stock Exchange Release 17.01.2007
Resolutions of the Annual General Meeting of 17 January 2007
There were shareholders having 102 443 318 votes
representing at the Annual General Meeting, 60,81% of total
of the votes represented by shares of AS Tallink Grupp.
Resolutions adopted at the meeting:
1. Approval of the Annual Report of 01.09.2005 - 31.08.2006
of AS Tallink Grupp.
Based on § 298 section 1 subsection 7, of the Commercial
Code the General Meeting resolved:
Approve the Annual Report of 01.09.2005 - 31.08.2006 of AS
Tallink Grupp.
Tabulation of votes:
In favor: 102 442 637 votes (100 % of the represented votes)
Against: 0 votes (0,00 % of the represented votes)
Impartial: 255 votes (0,00 % of the represented votes)
Did not vote: 426 votes
2. Distribution of profits.
Based on § 298 section 1 subsection 7 and § 335 of the
Commercial Code, the General Meeting resolved:
1) To distribute from the net profits of the accounting year
01.09.2005 – 31.08.2006, totaling to 1 484 206 000 kroons,
into the mandatory legal reserve capital 74 210 300 kroons,
whereupon the mandatory legal reserve capital will be
totaling to 101 710 300 kroons, and the rest of the sum
1 409 995 700 kroons to enter into the retained earnings of
prior accounting periods.
2) Not to distribute dividends to the shareholders from the
profits.
Tabulation of votes:
In favor: 102 441 731 votes (100 % of the represented votes)
Against: 634 votes (0,00 % of the represented votes)
Impartial: 527 votes (0,00 % of the represented votes)
Did not vote: 426 votes
3. Awarding a bonus for the Members of the Supervisory
Board.
Based on § 298 section 2 of the Commercial Code, the General
Meeting resolved:
To award a bonus to the members of the Supervisory Board as
follows:
Lauri Kustaa Äimä 100 000 kroons, Ain Hanschmidt 100 000
kroons, Toivo Ninnas 50 000 kroons, Eve Pant 100 000 kroons.
Tabulation of votes:
In favor: 102 432 819 votes (99,99 % of the represented
votes)
Against: 0 votes (0,00 % of the represented votes)
Impartial: 9873 votes (0,00 % of the represented votes)
Did not vote: 626 votes
4. Amending the Articles of Association.
Based on § 298 section 1 subsection 1, § 341 section 3 and §
349 of the Commercial Code, the General Meeting resolved:
1) To alter the clause 2.1 of Articles of Association of AS
Tallink Grupp and reword it as follows:
“The amount of the minimum share capital of the company
shall be 5 000 000 000 (five billion) kroons. The maximum
capital of the company shall be 20 000 000 000 (twenty
billion) kroons.”
2) To alter the second sentence of clause 2.4 of Articles of
Association of AS Tallink Grupp and reword it as follows:
“Supervisory Board shall be authorized within two year from
01 March 2007, to increase the share capital by 400 000 000
kroons increasing the share capital up to 7 138 170 400
kroons.”
Tabulation of votes:
In favor: 102 440 596 votes (100 % of the represented votes)
Against: 196 votes (0,00 % of the represented votes)
Impartial: 1950 votes (0,00 % of the represented votes)
Did not vote: 576 votes
5. Increasing the Share Capital by way of a bonus issue.
Based on § 350 of the Commercial Code, the General Meeting
resolved:
On the bases of the approved Annual Report of 01.09.2005 -
31.08.2006 and of the profit distribution resolution, to
increase the share capital by way of a bonus issue upon the
following terms and conditions:
1) To increase the share capital from the share premium
(3 208 578 400 kroons) and the retained earnings of the
prior accounting periods (1 845 049 400 kroons) without
making additional contributions (bonus issue) by 5 053 627
800 kroons issuing 3 new shares with nominal value 10 kroons
for each existing share. Total 505 362 780 new shares shall
be issued. As a result of the bonus issue the share capital
shall increase from 1 684 542 600 kroons to 6 738 170 400
kroons.
2) The shareholders who are entered into the list of
shareholders of AS Tallink Grupp as at 31 January 2007, at
08.00 A.M., shall participate at the bonus issue. All
shareholders participating at the bonus issue shall acquire
3 (three) new shares for each existing share.
3) The new shares issued at the bonus issue shall be entered
into the securities accounts of the shareholders latest by
02 February 2007.
4) The shares issued at the bonus issue shall give the right
to receive dividends as from the annual financial year
beginning at 1 September 2006.
Tabulation of votes:
In favor: 102 442 487 votes (100 % of the represented votes)
Against: 0 votes (0,00 % of the represented votes)
Impartial: 255 votes (0,00 % of the represented votes)
Did not vote: 576 votes
6. Authorizing the acquisition of own shares.
Based on § 283 section 2 and § 284 section 1 of the
Commercial Code, the General Meeting resolved:
To grant to the public limited company the right to acquire
the shares of AS Tallink Grupp subject to the following
conditions:
1) The company is entitled to aquire own shares within one
year from adoption of this resolution.
2) The total nominal values of the share aquired by the
company in a calendar year shall not exceed 5 % of the share
capital.
3) The price payable for one share shall not be more than is
the highest price paid at Tallinn Stock Exchange for the
share of AS Tallink Grupp at the day when the share is
aquired.
4) Own shares shall be paid for from the assets exceeding
the share capital, mandatory legal reserve and issue
premium.
5) Own shares shall be transferred within one year after the
aquisition thereof.
Tabulation of votes:
In favor: 102 440 396 votes (100 % of the represented votes)
Against: 196 votes (0,00 % of the represented votes)
Impartial: 2150 votes (0,00 % of the represented votes)
Did not vote: 576 votes
7. Approval of the conditions for share options.
Based on § 298 section 2 subsection and § 345 section 1 of
the Commercial Code, the General Meeting resolved:
1) To grant to the Supervisory Board the right to carry out
share options in order to motivate the leading employees of
AS Tallink Grupp and the companies belonging to the same
group on the following conditions:
(1) The Supervisory Board of AS Tallink Grupp is entitled to
issue up to 4 000 000 (four million) share options whereas
each share option grants the entitled person right to buy 1
(one) share of AS Tallink Grupp.
(2) The entitled persons of a share option and the amount of
shares being transferred to them shall be determined by the
Supervisory Board of AS Tallink Grupp. The Supervisory Board
of AS Tallink Grupp shall elect the entitled persons for the
share option from amongst the leading employees of AS
Tallink Grupp and the companies belonging to the same group
whereas persons working under the employment contract as
well as the management shall be considered the leading
employees. The members of the Supervisory Board of AS
Tallink Grupp may not be determined as entitled persons of a
share option. The Management Board of AS Tallink Grupp may
submit proposals to the Supervisory Board in regards to the
persons to be determined as entitled persons for a share
option. The number of persons entitled to a share option may
not exceed 90.
(3) An entitled person for a share option may not transfer
the share option issued to him/her.
(4) For the compliance with the conditions for the share
option up to 4 000 000 (four million) shares of AS Tallink
Grupp shall be issued or purchased. The Supervisory Board
shall decide whether the compliance with the conditions for
the share option shall be effected by issue of the new
shares or by purchase of own shares from the secondary
market.
(5) No more than 260 000 shares may be distributed to an
entitled person for a share option pursuant to these
conditions for share option.
(6) The right to exercise share option is effective for an
entitled person in time period as from 17 January 2008 until
17 April 2008. The entitled person shall express his
intention to AS Tallink Grupp in order to exercise the
option.
(7) In case the contractual relationship with AS Tallink
Grupp or with a company belonging to the same group, of an
entitled person for a share option terminates before the
entitled person becomes eligible to exercise the share
option, he looses the right to exercise the share option
unless the Supervisory Board of AS Tallink Grupp resolves
otherwise. The Supervisory Board of AS Tallink Grupp shall
be authorized to set forth additional conditions for
termination of eligibility to exercise the option.
(8) The exercise price of a share option shall be fixed as
follows:
a) In case new shares are issued for the compliance with the
conditions of a share option, then the price fixed for the
option shall not be less than an average weighted price at
Tallinn Stock Exchange on a day preceding to the day when
the conditions for the share option were determined. In case
no transactions were made with the shares of AS Tallink
Grupp at the day preceding to the day when the conditions
for the share option were determined then the exercise price
for the share option shall be the weighted average of the
day when the transactions were last made.
b) In case no new shares are issued for the compliance with
the conditions of a share option, then the fixed exercise
price may not be lower than the average weighted price of
the purchased shares.
(9) Upon the authorization by Tallinn Stock Exchange, the
Supervisory Board may change the exercise price of a share
option.
(10) In case new shares are issued for the compliance with
the conditions of the share option, then these shares shall
entitle the shareholder for dividends from the financial
year beginning on 1 September 2007, if the distribution of
dividends is decided.
2) To exclude the pre-emptive subscription right of
shareholders to subscribe new shares for the compliance with
the conditions for the share option.
Tabulation of votes:
In favor: 94 957 485 votes (92,69 % of the represented
votes)
Against: 7 483 545 votes (7,31 % of the represented votes)
Impartial: 1712 votes (0,00 % of the represented votes)
Did not vote: 576 votes
8. 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:
1) To elect Mr Sunil Kumar Nair for the next term of
membership in the Supervisory Board
2) To elect a new member of the Supervisory Board of AS
Tallink Grupp Mr Kalev Järvelill.
Tabulation of votes:
In favor: 102 432 414 votes (99,99 % of the represented
votes)
Against: 272 votes (0,00 % of the represented votes)
Impartial: 10 056 votes (0,00 % of the represented votes)
Did not vote: 576 votes
9. Determination of the amount of remuneration of the
members of the Supervisory Board.
Based on § 326 section 1 of the Commercial Code, the General
Meeting resolved:
To fix the monthly remuneration of the chairman of the
Supervisory Board 30 000 kroons and of other members of the
Supervisory Board 25 000 kroons.
Tabulation of votes:
In favor: 102 431 244 votes (99,99 % of the represented
votes)
Against: 1150 votes (0,00 % of the represented votes)
Impartial: 10 348 votes (0,01 % of the represented votes)
Did not vote: 576 votes
10. Nomination of an auditor and determination of the
procedure for remuneration.
Based on § 298 section 1 subsection 5 and § 328 of the
Commercial Code, the General Meeting resolved:
1) To nominate the Auditors Company KPMG Baltics AS to
conduct the audit of the financial year 01.09.2006 -
31.08.2007, whereby the leading auditor shall be Mr Andres
Root and the executive auditor Mr Eero Kaup;
2) The auditors shall be remunerated according to hourly
tariff in the audit contract to be concluded upon the
approval of the draft thereof by the Supervisory Board.
Tabulation of votes:
In favor: 99 380 274 votes (97,01 % of the represented
votes)
Against: 272 votes (0,00 % of the represented votes)
Impartial: 2791 votes (0,00 % of the represented votes)
Did not vote: 3 059 981 votes
Janek Stalmeister
Financial Director
AS Tallink Grupp
Tel. +372 6409 800