Tallinn, 2012-05-16 06:00 CEST (GLOBE NEWSWIRE) --
Notice calling annual general meeting
Dear Shareholder of AS Tallink Grupp!
The Management Board of AS Tallink Grupp (registration code 10238429, location and the address at Sadama 5/7, 10111 Tallinn) is calling the Annual General Meeting of Shareholders on 07th of June 2012 at 11:00 AM in the conference center of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.
Registration of participants at the Annual General Meeting begins at 10:00 AM.
Agenda of the Annual General Meeting and the proposals of the Supervisory Board and the Management Board regarding the points of agenda:
1. Approval of the Annual Report of 01.09.2010 - 31.12.2011 of AS Tallink Grupp.
To approve the Annual Report of 01.09.2010 - 31.12.2011 of AS Tallink Grupp presented by the Management Board.
2. Distribution of profits.
To present to the General Meeting of Shareholders the following profit allocation proposal of AS Tallink Grupp prepared by the Management Board:
1) The net profit for the financial year 01 September 2010 - 31 December 2011 of 37,476,000 euros to be allocated as follows:
- 1,873,800 euros to be transferred to the mandatory legal reserve;
- 35,602,200 euros to be transferred to the retained earnings.
2) No dividends shall be distributed to the shareholders.
3. Nomination of an auditor and the determination of the procedure of remuneration of an auditor.
1) To nominate the company of auditors KPMG Baltics OÜ to conduct the audit of the financial year 01.01.2012 - 31.12.2012.
2) The auditors shall be remunerated according to the audit contract to be concluded.
4. Election of the member of the Supervisory Board.
Due to the expiry of the term of authority of the member of the Supervisory Board Mr Ashwin Roy on 26.01.2012 to elect Mr Ashwin Roy retroactively as from 27.01.2012 for the next term of authority as the member of the Supervisory Board of AS Tallink Grupp.
5. 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 8.02.2011 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 list of shareholders entitled to participate at the Annual General Meeting shall be determined 7 days before the date of the Annual General Meeting, as at 31.05.2012, 11:59 PM.
The materials of the Annual General Meeting, including the drafts of the resolutions, annual report of the financial year 2010/2011 of AS Tallink Grupp, the auditors' report, the profit distribution proposal, may be examined on the home-page of AS Tallink Grupp by the address www.tallink.com, on the home-page of Tallinn Stock Exchange by the address http://market.ee.omxgroup.com/ and in the office of AS Tallink Grupp at the address Sadama 5/7, Tallinn, 4rd Floor, on business days from 09:00 AM to 4:00 PM.
Questions concerning the items on the agenda may be sent on the e-mail address info@tallink.ee.
A shareholder has the right to receive information on the activities of the AS Tallink Grupp from the Management Board at the General Meeting of AS Tallink Grupp. If the Management Board refuses to provide information, the shareholder may demand that the General meeting decide on the legality of the shareholder's request or to file, within two weeks after the General Meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to provide the information.
The shareholders whose shares represent at least one-twentieth of the share capital may demand an inclusion of additional issues on the agenda of the General Meeting if such demand is presented at least 15 days prior to the date of the General Meeting. The above mentioned documents shall be sent to the public limited company in writing on the address: AS Tallink Grupp, Sadama 5/7, 10111, Tallinn.
The shareholders whose shares represent at least one-twentieth 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 after 3 days before holding the General Meeting.
For the registration procedure of the Annual General Meeting we ask the following:
Shareholder in person to present the identity document (Passport or ID Card);
the representative of the shareholder in person, the identity document (Passport or ID Card) and the duly signed written Power of Attorney.
The legal representative of a shareholder (legal person) to present an extract (or other similar document) from the relevant commercial (companies') registry of the country where the legal person is located (Estonian legal persons to provide the extract from the B-card, issued not more than 15 days prior to the date of the General Meeting) and the identity document of the representative.
The authorized representative of a shareholder (legal person) shall present, in addition to the documents listed hereinabove, the written Power of Attorney duly issued by the legal representative of the shareholder. The documents of a shareholder located abroad shall be legalized or certified with apostille unless an international agreement stipulates otherwise. AS Tallink Grupp is entitled to register the above mentioned shareholder as a participant also in case all the requisite data of the legal person and its representative are contained in a Power of Attorney issued to the representative and certified by a notary public abroad and the Power of Attorney is acceptable in Estonia.
A shareholder may notify AS Tallink Grupp of the nomination of a representative and of the withdrawal of the authorization prior to the date of the General Meeting on the e-mail address: info@tallink.ee or by bringing the above mentioned documents to the office of AS Tallink Grupp at Sadama 5/7, Tallinn, 4th Floor (on business days from 9:00 AM to 4:00 PM) latest by 06 June 2012 at 4:00 PM and the forms of the documents provided for on the web-page of AS Tallink Grupp at www.tallink.com shall be used. The information about the nomination of a representative and of the withdrawal of the authorization can be found on the web-page of AS Tallink Grupp at www.tallink.com.
Sincerely Yours
Management Board of AS Tallink Grupp
Harri Hanschmidt Head of Investor Relations
AS Tallink Grupp Sadama 5/7. 10111 Tallinn Tel +372 640 8981 E-mail harri.hanschmidt@tallink.ee
Dear Shareholder of AS Tallink Grupp!
The Management Board of AS Tallink Grupp (registration code 10238429, location and the address at Sadama 5/7, 10111 Tallinn) is calling the Annual General Meeting of Shareholders on 07th of June 2012 at 11:00 AM in the conference center of Tallink SPA & Conference Hotel, at the address Sadama 11a, Tallinn.
Registration of participants at the Annual General Meeting begins at 10:00 AM.
Agenda of the Annual General Meeting and the proposals of the Supervisory Board and the Management Board regarding the points of agenda:
1. Approval of the Annual Report of 01.09.2010 - 31.12.2011 of AS Tallink Grupp.
To approve the Annual Report of 01.09.2010 - 31.12.2011 of AS Tallink Grupp presented by the Management Board.
2. Distribution of profits.
To present to the General Meeting of Shareholders the following profit allocation proposal of AS Tallink Grupp prepared by the Management Board:
1) The net profit for the financial year 01 September 2010 - 31 December 2011 of 37,476,000 euros to be allocated as follows:
- 1,873,800 euros to be transferred to the mandatory legal reserve;
- 35,602,200 euros to be transferred to the retained earnings.
2) No dividends shall be distributed to the shareholders.
3. Nomination of an auditor and the determination of the procedure of remuneration of an auditor.
1) To nominate the company of auditors KPMG Baltics OÜ to conduct the audit of the financial year 01.01.2012 - 31.12.2012.
2) The auditors shall be remunerated according to the audit contract to be concluded.
4. Election of the member of the Supervisory Board.
Due to the expiry of the term of authority of the member of the Supervisory Board Mr Ashwin Roy on 26.01.2012 to elect Mr Ashwin Roy retroactively as from 27.01.2012 for the next term of authority as the member of the Supervisory Board of AS Tallink Grupp.
5. 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 8.02.2011 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 list of shareholders entitled to participate at the Annual General Meeting shall be determined 7 days before the date of the Annual General Meeting, as at 31.05.2012, 11:59 PM.
The materials of the Annual General Meeting, including the drafts of the resolutions, annual report of the financial year 2010/2011 of AS Tallink Grupp, the auditors' report, the profit distribution proposal, may be examined on the home-page of AS Tallink Grupp by the address www.tallink.com, on the home-page of Tallinn Stock Exchange by the address http://market.ee.omxgroup.com/ and in the office of AS Tallink Grupp at the address Sadama 5/7, Tallinn, 4rd Floor, on business days from 09:00 AM to 4:00 PM.
Questions concerning the items on the agenda may be sent on the e-mail address info@tallink.ee.
A shareholder has the right to receive information on the activities of the AS Tallink Grupp from the Management Board at the General Meeting of AS Tallink Grupp. If the Management Board refuses to provide information, the shareholder may demand that the General meeting decide on the legality of the shareholder's request or to file, within two weeks after the General Meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to provide the information.
The shareholders whose shares represent at least one-twentieth of the share capital may demand an inclusion of additional issues on the agenda of the General Meeting if such demand is presented at least 15 days prior to the date of the General Meeting. The above mentioned documents shall be sent to the public limited company in writing on the address: AS Tallink Grupp, Sadama 5/7, 10111, Tallinn.
The shareholders whose shares represent at least one-twentieth 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 after 3 days before holding the General Meeting.
For the registration procedure of the Annual General Meeting we ask the following:
Shareholder in person to present the identity document (Passport or ID Card);
the representative of the shareholder in person, the identity document (Passport or ID Card) and the duly signed written Power of Attorney.
The legal representative of a shareholder (legal person) to present an extract (or other similar document) from the relevant commercial (companies') registry of the country where the legal person is located (Estonian legal persons to provide the extract from the B-card, issued not more than 15 days prior to the date of the General Meeting) and the identity document of the representative.
The authorized representative of a shareholder (legal person) shall present, in addition to the documents listed hereinabove, the written Power of Attorney duly issued by the legal representative of the shareholder. The documents of a shareholder located abroad shall be legalized or certified with apostille unless an international agreement stipulates otherwise. AS Tallink Grupp is entitled to register the above mentioned shareholder as a participant also in case all the requisite data of the legal person and its representative are contained in a Power of Attorney issued to the representative and certified by a notary public abroad and the Power of Attorney is acceptable in Estonia.
A shareholder may notify AS Tallink Grupp of the nomination of a representative and of the withdrawal of the authorization prior to the date of the General Meeting on the e-mail address: info@tallink.ee or by bringing the above mentioned documents to the office of AS Tallink Grupp at Sadama 5/7, Tallinn, 4th Floor (on business days from 9:00 AM to 4:00 PM) latest by 06 June 2012 at 4:00 PM and the forms of the documents provided for on the web-page of AS Tallink Grupp at www.tallink.com shall be used. The information about the nomination of a representative and of the withdrawal of the authorization can be found on the web-page of AS Tallink Grupp at www.tallink.com.
Sincerely Yours
Management Board of AS Tallink Grupp
Harri Hanschmidt Head of Investor Relations
AS Tallink Grupp Sadama 5/7. 10111 Tallinn Tel +372 640 8981 E-mail harri.hanschmidt@tallink.ee
