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AS Tallink Grupp, Announcement
14.06.2006
AS Tallink Grupp Extraordinary General Meeting Notice
Dear Shareholder of AS Tallink Grupp
The Management Board of AS Tallink Grupp (registration code 10238429, location and address at Tartu mnt 13, 10145 Tallinn) is calling the Extraordinary General Meeting of Shareholders on 22 June 2006 in Tallinn in Conference Centre of Hotel Olümpia at Liivalaia 33, Tallinn.
Registration of participants of the Extraordinary General Meeting begins at 09.00 A:M. and lasts until 10.45 A.M. The Extraordinary General Meeting shall start at 11.00 A.M
Agenda of the Extraordinary General Meeting:
1. Approval ofSilja OY Ab 100 % share purchase transaction.
The Supervisory Board of AS Tallink Grupp proposes to approve Silja OY Ab 100 % share purchase transaction in connection to which AS Tallink Grupp and its subsidiaries have concluded or are about to conclude certain different contracts including Silja OY Ab 100 % Share Purchase Agreement (concluded on June 11, 2006) and financing agreements (including different security agreements) and will conduct certain other operations.
2. Amending the Articles of Association of AS Tallink Grupp.
The Supervisory Board of AS Tallink Grupp proposes among other matters to amend the Articles of Association of AS Tallink Grupp in order to facilitate the finalization of the Silja OY Ab share acquisition transaction as follows:
1) To increase the minimum amount of the share capital of AS Tallink Grupp up to 1 365 000 000 kroons and determine the maximum amount to 5 460 000 000 kroons.
2) to introduce in the Articles of Association the possibility to make non-monetary contributions against the shares of AS Tallink Grupp and stipulate the procedure for the evaluation of the non-monetary contribution.
3) to grant the Supervisory Board of AS Tallink Grupp greater rights to increase the share capital of AS Tallink Grupp.
4) to bring the Articles of Association into conformity with changes in the legislation.
3. Increasing the Share Capital.
For the fulfilment of the payment obligation stipulated in the share purchase transaction the Supervisory Board proposes to increase the share capital of AS Tallink Grupp upon the following conditions:
1) To issue new 5 000 000 shares with nominal value of 10 kroons per share, in which the new amount of the Share Capital shall be 1 415 000 000 kroons.
2) At the issue of the new shares the pre-emptive subscription right of the existing shareholders shall be barred. The issue of new shares is placed with Silja Holdings Limited which is a subsidiary company of Sea Containers Limited.
3) The shares may be subscribed for on 30th of June 2006 in Tallinn, however, the Management Board is granted the right to extend the subscription term or annul the shares that are not subscribed for during the stipulated time period.
4) New shares shall be issued with a premium as decided by the Extraordinary General Meeting.
5) The new shares shall be paid for by a non-monetary contribution of Silja Oy Ab shares the value of which shall correspond to the nominal value of the new shares andthe premium thereof.
6) New shares shall entitle the shareholder to dividends in the financial year starting from 1st of September 2006 in case the dividends are decided to be distributed.
4. Removal of a member of the Supervisory Board of AS Tallink Grupp.
The Supervisory Board of AS Tallink Grupp proposes to remove a member of the Supervisory Board Mr Andres Lipstok.
The list of shareholders entitled to participate at the Extraordinary General Meeting shall be determined according to the share register as of 12th of June 2006, 8.00 A.M. (Para 297 sec 5 of the Commercial Code).
For the registration procedure of the Extraordinary General Meeting we ask the following:
1)Shareholder in person to present personal ID (Passport or ID-card) and the representative of the shareholder in addition to the abovementioned also a signed Power of Attorney;
2)the legal representative of a shareholder (legal person) to present personal ID (Passport or ID-card), also the valid copy of the registration card of the Commercial Registry part B and the authorised representative in addition to the abovementioned documents also to present the Power of Attorney issued by the member of the management board of the shareholder.
The materials of the Extraordinary General Meeting may be examined, including the essence of the Silja Oy Ab share purchase transaction (including the price), the influences thereof and the description of Silja Oy Ab, new wording of the Articles of Association, the annual report of financial year 2004/2005 of AS Tallink Grupp, an overview of financial activities of current financial year and it is possible to access the information about the issues to be discussed at the Extraordinary General Meeting on the home-page of AS Tallink Grupp address www.tallink.com; on the home-page of Tallinn Stock Exchange address http://market.ee.omxgroup.com/ and in the office of AS Tallink Grupp at the address Tartu mnt 13, Tallinn, 3rd Floor.
Sincerely Yours
Management Board of AS Tallink Grupp |