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AS Tallink Grupp, Stock Exchange Release
24.07.2006
Changes in proposals for the Extraordinary General Meeting of Shareholders
Dear Shareholder of AS Tallink Grupp,
On 20th July 2006, the Supervisory Board of AS Tallink Grupp decided to amend its proposal made on the 12th of July 2006 in regards to point nr. 2 of the Agenda (increase of the share capital) of the Extraordinary General Meeting of the 2nd of August 2006. As a result of the aforementioned decision AS Tallink Grupp shall amend its Extraordinary General Meeting Notice published on 14.07.2006 in its Tallinn Stock Exchange release and on 15.07.2006 in the newspaper „Postimees”in regards to point nr 2 of the Agenda (increase of the share capital) rewording the list of conditions of the increase of share capital, clauses (2), (4) and (6) as follows:
(2) At the issue of the new shares to grant the right of subscription of all new shares only to shareholders of AS Tallink Grupp. The right of subscription is granted to the shareholders entered into the list of shareholders as of 14th of August 2006 at 8:00 A.M.
(4) The new shares shall be subscribed from the 14th of August 2006 until 28th of August 2006 in Tallinn whereas the Management Board is granted the right to extend the time for subscription or annul the shares that are not subscribed for during the time for subscription.
(6) The new shares shall be paid for by monetary contribution and the term for payment thereof shall be August 30th, 2006.
The proposals of the Supervisory Board of AS Tallink Grupp and the Extraordinary General Meeting of Shareholders Notice as published on 15th of July 2006 remain unchanged in all other respects.
The entire amended text of the Notice is at the end of this Stock Exchange Release
EXPLANATION REGARDING THE INCREASING OF THE SHARE CAPITAL
In response to investor’s wishes, AS Tallink Grupp has decided to explain the agenda points of the proposals of the Board of the Supervisory Council of AS Tallink Grupp put forward to the Extraordinary General Meeting of Shareholders.
In the framework of the proposal to issue new shares, every outstanding share is given theright to subscribe to 0,2 shares. To subscribe new shares requires the equal amount of full subscription rights. If the shareholder’s current shares does not equal a full amount of subscribed rights, then the subscribed rights will be rounded up to the next full number.
AS Tallink Grupp intends to apply to the Tallinn Stock Exchange for an application to list the share subscription rights, whereas trading of the rights should occur during the share subscription period.
Following the share subscription period and after the monetary contributions have been made, the issuer will make an application to the Commercial Registry to increase the share capital. After the share subscription period is completed, the shareholder who subscribed to additional shares can trade with the additional shares. Trading with additional shares is planned to begin no later than 01.09.2006
AS Tallink Grupp deems necessary to point out that the abovementioned explanation is meant to clarify any misinterpretation of the information contained in the notice of the extraordinary general meeting of shareholders. The explanation included derives from the proposals of the Supervisory Council of AS Tallink Grupp as published in the notice of the extraordinary general meeting of shareholders and the final decision in regard to the proposals will be made by the shareholder’s meeting.
THE ENTIRE AMENDED TEXT OF THE NOTICE IS THE FOLLOWING:
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 02 August 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) Amending the Articles of Association of AS Tallink Grupp.
The Supervisory Board of AS Tallink Grupp proposes to amend the Articles of Association of AS Tallink Grupp as follows:
To increase the number of the members of the Management Board as stipulated in the Articles of Association from five to seven members.
2) Increasing the Share Capital.
For the fulfilment of the terms stipulated by the Silja OY Ab share acquisition transaction, the Supervisory Board proposes to increase the share capital of AS Tallink Grupp upon the following conditions:
(1) To issue new 28 300 000 shares with nominal value of 10 kroons per share in result of which the new amount of the Share Capital shall be 1 698 000 000 kroons, assuming that the amended Articles of Association establishing the minimum share capital of 1 365 000 000 kroons and maximum share capital of 5 460 000 000 kroons as well as the increase of the share capital for 1 415 000 000 kroons as resolved by the Extraordinary General Meeting of 22.06.2006 have been entered in the Commercial Register by the time of the Extraordinary General Meeting.
(2) At the issue of the new shares to grant the right of subscription of all new shares only to shareholders of AS Tallink Grupp. The right of subscription is granted to the shareholders entered into the list of shareholders as of the 14th of August 2006 at 8:00 A.M.
(3) Every shareholder has a pre-emptive right to subscribe for the new shares in proportion to the sum of the nominal values of the shareholders own shares. In case the amount of shares held by the shareholder does not entitle the shareholder to the whole number of the new shares, then the subscribed shares will be rounded up to the full amount.
(4) The subscription for the new shares shall take place from the 14th of August 2006 until 28th of August 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.
(5) The new shares shall be issued with price 55 kroons per share; the nominal value of a share shall be 10 kroons and premium 45 kroons per share.
(6) The new shares shall be paid for by monetary contributions, whereby the due date of the payment shall be on the 30th of August 2006.
(7) 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.
The list of shareholders entitled to participate at the Extraordinary General Meeting shall be determined according to the share register as of 21st of July 2006, 5.00 PM (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 new wording of the Articles of Association 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
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