Resolutions of the Annual General Meeting of AS Tallinna Sadam

The annual general meeting of AS Tallinna Sadam (hereinafter: Tallinna Sadam) was held on 28 April 2025 at 14.00 in the cruise terminal at Old City Harbour (Logi street 4/2, Tallinn).

The notice on calling the annual general meeting was published on 2 April 2025 in the stock exchange information system, on Tallinna Sadam website https://www.ts.ee/en/investor/agm/ and in the daily newspaper "Postimees". The list of shareholders entitled to participate at the annual general meeting was fixed as of 21 April 2026 at the end of the business day of the Nasdaq CSD settlement system.

A total of 75 shareholders participated and were represented at the meeting, with their corresponding shares representing a total of 193,017,406 votes. This means 73,39% of the votes determined by shares were represented at the meeting. Shareholders who voted before the general meeting are considered to be participating in the general meeting, and the votes represented by the shares owned by the shareholder are included in the quorum of the general meeting.

The annual general meeting of the shareholders of AS Tallinna Sadam resolved:

1. Approval of the Annual Report 2025

With 192,987,154, i.e. 99.98% votes in favour, to approve the Annual Report 2025 of AS Tallinna Sadam, as presented to the general meeting.

1. Profit allocation

With 193,008,251, i.e. 100.00% votes in favour, to approve the profit distribution proposal of 2025 and dividend payment of AS Tallinna Sadam as follows:

1. 1. To approve the net profit of the financial year of 2025 in the amount of 22,462,907 euros and the retained earnings (including 2025 profit) of 49,551,050 euros.
   2. Transfer to statutory capital reserve 725,418 euros.
   3. To pay dividends to the shareholders 0,073 euros per share, in the total amount of 19,199,000 euros.

The list of shareholders entitled to receive dividends will be established as at 13 May 2026 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 12 May 2026. From that day the person acquiring the shares will not have the right to receive dividends for the financial year 2025. Dividends shall be disbursed to the shareholders on 20 May 2026.

1. Appointment of the auditor

With 192,977,847, i.e. 99.98% votes in favour, to appoint the company of auditors KPMG Baltics OÜ (registry code 10096082) to conduct the audit of AS Tallinna Sadam for the financial years 2026, 2027 and 2028 and to remunerate the company of auditors in accordance with the offer made by the company of auditors in the public procurement (public procurement 298970).

1. Recall and election of the members of the supervisory board

With 192,926,934, i.e. 99.95% votes in favour,

1. 1. To recall Kaur Kajak from the supervisory board of AS Tallinna Sadam with the end of his term of office on 30 April 2026..
   2. To appoint Merike Saks as member of the supervisory board of AS Tallinna Sadam for the term of office from 1 May 2026 to 30 April 2029.

1. Approval of the remuneration principles of the supervisory board and the management board

With 192,930,103, i.e. 99.95% votes in favour, to approve the remuneration principles of the supervisory board and the management board of AS Tallinna Sadam as presented to the general meeting.

1. Ensuring Gender Balance in the Governing Bodies of AS Tallinna Sadam

With 192,765,037, i.e. 99.87% votes in favour, to approve the following principles to ensure gender balance in the Governing Bodies:

6.1. When electing members of the supervisory board of AS Tallinna Sadam, the objective provided for in § 135⁶ (1) clause 1 of the Securities Market Act shall be followed, according to which the proportion of members of the underrepresented sex among the members of the supervisory board must be at least 40 per cent.

6.2. When electing new members of the management board of AS Tallinna Sadam, an individual quantitative objective shall be set to improve gender balance in the management board, whereby the proportion of members of the underrepresented sex shall be at least 20 per cent within five (5) years, taking into account the competence requirements arising from the company's strategy.

The materials of the general meeting are available at Tallinna Sadam web page https://www.ts.ee/en/investor/agm/ to which we will add the minutes of the general meeting no later than 5 May and the video recording in Estonian and English by 12 May

Tallinna Sadam is one of the largest cargo- and passenger port complexes in the Baltic Sea region. In addition to passenger and freight services, Tallinna Sadam group also operates in shipping business via its subsidiaries - OÜ TS Laevad provides ferry services between the Estonian mainland and the largest islands, and OÜ TS Shipping charters its multifunctional vessel Botnica for icebreaking and offshore services in Estonia and projects abroad. Tallinna Sadam group is also a shareholder of an associate AS Green Marine, which provides waste management services.

Additional information:

Andrus Ait
Chief Financial Officer
Tel. [phone]
[e-mail]