Resolutions of the Annual General Meeting of Shareholders of AS
Tallink Grupp
AS Tallink Grupp (registration code
10238429, location and address at Sadama 5, 10111 Tallinn)
held its Annual General Meeting of Shareholders on 7 May 2024 at
11 AM at the conference centre of Tallink SPA &
Conference Hotel, at the address Sadama 11a, Tallinn.
86 shareholders were registered as
attending at the Annual General Meeting of Shareholders, who owned
571,294,959 votes/shares (the amount of represented share capital
268,508,630.73 EUR), forming 76.83% of AS Tallink Grupp share
capital.
Resolutions adopted at the meeting:
1. To approve the annual report of the
financial year 2023 of AS Tallink Grupp presented by the Management
Board.
In favour of the resolution voted 98.99% of the
votes represented at the meeting (565,513,785 votes).
2. To approve the following profit
allocation proposal of AS Tallink Grupp prepared by the Management
Board:
1) To approve the net profit of the financial year of 2023 in
the sum of 78 872 000 euros;
2) Not to make any allocations to the mandatory legal
reserve;
3) To pay dividends to the shareholders 0.06 euros per share, in
the total amount of
44 614 143.84 euros;
4) Not to make any allocations for other reserves prescribed by
law or by the articles of association.
5) To transfer 34 257 856.16 euros to the retained earnings
of previous periods.
The list of the shareholders entitled to the dividend shall
be fixed as at 20.06.2024 at the end of the working day of the
settlement system of Nasdaq CSD Estonia. Consequently, the day of
change of the rights related to the shares (ex-dividend date) is
set to 19.06.2024. From this day onwards, persons acquiring the
shares will not have the right to receive dividends for the
financial year 2023.
The dividend shall be paid to the shareholders by transfer to
the bank account of the shareholders on 3.07.2024.
In favour of the resolution voted 100.00% of the
votes represented at the meeting (571,294,959 votes).
3. To appoint the company of auditors KPMG Baltics OÜ to
conduct the audit of the financial year 2024 and to remunerate the
work according to the audit contract that shall be concluded with
the auditor.
In favour of the resolution voted 97.44% of the
votes represented at the meeting (556,681,624 votes).
4. To determine the remuneration fee of the Member of the
Supervisory Board as from 08.05.2024:
1. Chairman of the Supervisory Board – 12 000 euros per month
(gross);
2. Member of the Supervisory Board – 7 000 Euros per month
(gross).
In favour of the resolution voted 97.05% of the votes
represented at the meeting (554,453,675 votes).
5. Due to the expiry of the term of authority of the
Member of the Supervisory Board of AS Tallink Grupp Kalev Järvelill
on 13.06.2024, to extend the authority of Kalev Järvelill as the
Supervisory Board Member for the next 3-year term, which is until
13.06.2027.
In favour of the resolution voted 98.56% of the votes
represented at the meeting (563,083,090 votes).
6. To amend the second sentence of the Article 2.4. of
the Articles of Association of AS Tallink Grupp and word it as
follows:
“Supervisory board shall be authorised within 3 years as from 1
January 2025 to increase the share capital by 35 000 000 euros,
increasing the share capital up to 384 477 460,08 euros.”
Approve the new version of the Articles of Association as
presented to the general meeting of shareholders.
In favour of the resolution voted 99.98% of the votes
represented at the meeting (571,182,840 votes).
7. To approve the issuing of options as part of the
option program (“Option Program”) to the Members of the Supervisory
Board of AS Tallink Grupp and to conclude the Agreements of Share
Option in accordance with the terms of the Option Program approved
by the General Meeting of shareholders of AS Tallink Grupp on
13.06.2023 and as follows:
1. The Member of the Supervisory Board Enn Pant has the right to
acquire 300 000 options (which gives the right to acquire 300 000
shares) for the second year of the Option Program (period 13 June
2024 to 13 June 2025).
2. The Member of the Supervisory Board Ain Hanschmidt has the
right to acquire 300 000 options (which gives the right to acquire
300 000 shares) for the second year of the Option Program (period
13 June 2024 to 13 June 2025).
3. The Member of the Supervisory Board Eve Pant has the right to
acquire 300 000 options (which gives the right to acquire 300 000
shares) for the second year of the Option Program (period 13 June
2024 to 13 June 2025).
4. The Member of the Supervisory Board Raino Paron has the right
to acquire 300 000 options (which gives the right to acquire 300
000 shares) for the second year of the Option Program (period 13
June 2024 to 13 June 2025).
5. The Member of the Supervisory Board Toivo Ninnas has the
right to acquire 300 000 options (which gives the right to acquire
300 000 shares) for the second year of the Option Program (period
13 June 2024 to 13 June 2025).
6. The Member of the Supervisory Board Kalev Järvelill has the
right to acquire 300 000 options (which gives the right to acquire
300 000 shares) for the second year of the Option Program (period
13 June 2024 to 13 June 2025).
7. To appoint the Chairman of the Management Board of AS Tallink
Grupp Paavo Nõgene as the representative of AS Tallink Grupp when
concluding the Agreements of Share Option with the abovementioned
Members of the Supervisory Board.
In favour of the resolution voted 90.04% of the votes
represented at the meeting (503,935,733 votes).
Anneli Simm
Investor Relations Manager
AS Tallink Grupp
Sadama 5
10111 Tallinn, Estonia
E-mail anneli.simm@tallink.ee
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