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 14.00 on 24 April 2025 in the atrium of head office of Tallinna Sadam (Sadama 25, Tallinn).
Registration of participants will start at the venue of the meeting on 24 April 2025 at 13.15. The list of shareholders entitled to participate at the annual general meeting will be fixed seven days before the general meeting, i.e., as of 17 April 2025 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 supervisory board of Tallinna Sadam has determined the agenda of the annual general meeting and submits the following proposals to the shareholders:
- Approval of the Annual Report 2024
- To approve the Annual Report 2024 of AS Tallinna Sadam, as presented to the general meeting.
- Profit allocation
- To approve the net profit of the financial year of 2024 in the amount of 19,152,928 euros and the retained earnings (including 2024 profit) of 46,831,353 euros.
- Transfer to statutory capital reserve 544,210 euros.
- To pay dividends to the shareholders 0.073 euros per share, in the total amount of 19,199,000 euros.
- Appointment of the auditor
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- To appoint the company of auditors AS PricewaterhouseCoopers (registry code 10142876) to conduct the audit of AS Tallinna Sadam for the financial year 2025 and to remunerate the company of auditors in accordance with the offer made by the company of auditors in the public procurement (public procurement 258237).
- Election of the members of the supervisory board
- shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation in Estonian or in English;
- legal representatives of shareholders who are legal persons are required to submit their identity document; authorised representatives must also submit a valid written authorisation in Estonian or in English. If the legal person has not been registered in the Estonian Commercial Register, we kindly request submission of a valid extract of the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal authorisation). The extract must be prepared in English or translated into English by a sworn translator or authority equivalent to a sworn translator, be verified by a notary, and bear the Apostille.
- Authorisation
- Voting ballot 2025 EST ENG
- Tallinna_Sadam_Group _Annual_Report_2024_EN
- Report of the supervisory board_2024
- Proposal letter from the Nomination Committee
- Anneli_Heinsoo_CV_ENG
- Kaur_Kajak_CV_ENG
- Marek_Helm_CV_ENG
- Meelike_Paalberg_CV_ENG
- Priit_Perens_CV_ENG
- Sander_Salmu_CV_ENG
- Teele_Lepp_CV_ENG
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.
Organizational issues
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 [email protected] 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/.
Voting of the resolutions before the annual general meeting
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 [email protected] 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.
The drafts of the resolutions and materials of the annual general meeting may be examined, 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 [email protected].
A shareholder shall have the right to receive information on the activities of Tallinna Sadam from the management board at the general meeting. 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 [email protected] 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 [email protected] 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.
The video recording of the general meeting with an English translation will be published later on the website of Tallinna Sadam.
Yours sincerely
Management Board of Tallinna Sadam
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