MAJOR SHAREHOLDERS PARTICIPATE IN THE RIGHTS ISSUE AND ENTER INTO SHAREHOLDERS AGREEMENT

AS Tallink Grupp  Stock Exchange Release
24 August 2006
 

MAJOR SHAREHOLDERS PARTICIPATE IN THE RIGHTS ISSUE AND ENTER INTO SHAREHOLDERS AGREEMENT

AS Tallink Grupp announces that our major shareholders Citigroup Venture Capital International (CVCI), funds managed by Danske Capital Finland (Danske) and Firebird Management (Firebird), and AS Infortar (Infortar) are participating in the rights issue conducted by Tallink and subscribing to the shares for a total amount of approximately EUR 60 million (EEK 939 million). CVCI and Infortar are each contributing approximately EUR 22.5 million (EEK 352 million), with Amber Trust II SCA (Amber), a fund managed by Danske and Firebird, contributing a further EUR 15 million (EEK 235 million) approximately.

Commenting on the investment Mr. Sunil Nair, Managing Director, Citigroup Venture Capital International said: “Since our investment in 2003, Tallink has always delivered on expectations. Tallink has shown an excellent track record at identifying and executing on business development opportunities, with the most recent examples being the acquisition of Silja and of the new Germany-Finland route. We are positive about the prospects of Tallink following these acquisitions.”

Mr. Kustaa Äimä General Manager of Amber Trust II SCA and a Fund Manager in Danske Capital Finland  added “We are extremely happy with Tallink’s development in the last 10 years and are more confident than ever that the management decisions to invest this year in new ferry service on the Riga-Stockholm route, three Superfast ferries for the new Hanko-Rostock route and the purchase of the prestigious Silja Line will greatly enhance Tallink’s future profits and maintain its position as one of the most profitable ferry companies in Europe.”

Ain Hanschmidt CEO of Infortar said: “We are very glad that the core investors CVCI, Danske and Firebird will increase their share in Tallink and are taking a keener interest in the management of the company. We can benefit from their knowledge, skills and experience. I think that in the interests of Tallink’s future development it is important that shareholders cooperate with one another and share the same opinion on the future strategy of the company.”

AS Tallink Grupp also announces that Infortar, CVCI and Amber, as well as Enn Pant, Keijo Erkki Mehtonen, Ain Hanschmidt and Kalev Järvelill (the Promoters), have on August 23 2006 entered into an Agreement (the Agreement). For your information and pursuant to the Tallinn Stock Exchange Rules we hereby disclose the main provisions of the Agreement*.

The Agreement sets out, among other things, the following terms and conditions:

 While either of CVCI or Amber (with their affiliates) holds more than 50% of the shares in Tallink they hold immediately after the completion of the rights issue of Tallink (as approved by the Extraordinary General Meeting of shareholders on 2 August 2006), the Promoters or Infortar shall not, without the consent of CVCI and Amber, sell their shares in Tallink such that their combined shareholding drops below 35%. In the event Infortar and/or the Promoters sell their shares in Tallink to a third party purchaser such that as a result of such transaction their combined holding in Tallink drops below 35%, then the seller(s) shall procure that, upon such request, CVCI and/or Amber will have the opportunity to also sell their shares to the same purchaser. These restrictions do not apply in case Infortar and/or the Promoters sell their shares in Tallink to any of their affiliates.

* The Promoters, Infortar, CVCI and Amber agree to use their best efforts to ensure that, by the end of 2009, Tallink achieves a secondary listing on the London Stock Exchange, the New York Stock Exchange or the NASDAQ, or other international exchange acceptable to Infortar and CVCI and Amber.

* CVCI and Amber both have the right to present for appointment 1 member to the Supervisory Council of Tallink and to the Supervisory Council of Silja OY AB. Such right will only be valid while a secondary listing of the shares of Tallink has not occurred or CVCI or Amber together with their Affiliates holds more than 50% of the shares of Tallink they hold immediately after the completion of the rights issue of Tallink.

* Notwithstanding other provisions of the Agreement, each member of the Supervisory Council and each shareholder of Tallink (including the parties to the Agreement) shall remain independent in their decisions and shall not be restricted by the Agreement or otherwise, directly or indirectly, to exercise their voting rights or any other powers available to them, in the manner which, in its own opinion, best complies with its duties under Estonian laws, any Rules of Tallinn Stock Exchange or the Corporate Governance Recommendations (Hea Ühingujuhtimise Tava).

* The content of the Agreement is presented here in brief and concise format and does not reflect the full language of the respective terms and provisions. The extract of the main provisions of the Agreement will be made available on Tallink’s website (www.tallink.com).

Janek Stalmeister
Financial Director
AS Tallink Grupp
Tel: +372 6409 800