NOTICE OF CALLING THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

Dear Shareholder of Aktsiaselts Infortar!

The Management Board of Aktsiaselts Infortar (registry code 10139414, seat and address Liivalaia 9, 10118 Tallinn) hereby calls the Annual General Meeting of Shareholders (hereinafter the General Meeting) to be held on 4 June 2025 at 11:00 (Estonian time) at the conference centre of Tallink SPA & Conference Hotel at Sadama 11a, Tallinn.

The registration of Shareholders begins at 10:00.

The list of Shareholders entitled to participate in the General Meeting shall be determined as at seven calendar days before the general meeting is held, i.e. on 28 May 2025, at the end of the business day of the settlement system of the registrar of the Estonian register of securities (Nasdaq CSD) (date of fixation of the list).

In addition to participation at the General Meeting, the Shareholders shall have the possibility to vote by e mail before the General Meeting. 

By its resolution of 6 May 2025, the Supervisory Board of Aktsiaselts Infortar has determined the following agenda for the General Meeting of Aktsiaselts Infortar. The proposals of the Management Board and Supervisory Board regarding the agenda items are presented as a draft resolution with each agenda item and the Supervisory Board has made the proposal to vote in favour of all the resolutions presented with each agenda item:

1.    Approval of the 2024 Annual Report

Approve the 2024 Annual Report of Aktsiaselts Infortar submitted by the Management Board

2.    Deciding on the distribution of profit

Approve the following proposal for the distribution of profit submitted by the Management Board of Aktsiaselts Infortar:

2.1. Approve the net profit for 2024 in the amount 193,670 thousand euros;

2.2. Pay the Shareholders dividend 3 euros per share. Dividend shall be paid in two parts as follows:

2.2.1. 1.5 euros per share shall be paid to the Shareholders who have been entered in the list of Shareholders on 4 July 2025 at the end of the business day of the settlement system of the securities registrar (record-date). Consequently, the day of change of the rights related to the shares (ex-date) is 3 July 2025. Dividend shall be paid to the Shareholders on 15 July 2025 by transfer to the bank account of the Shareholder;

2.2.2. 1.5 euros per share shall be paid to the Shareholders who have been entered in the list of Shareholders on 4 December 2025 at the end of the business day of the settlement system of the securities registrar (record-date). Consequently, the day of change of the rights related to the shares (ex-date) is 3 December 2025. Dividend shall be paid to the Shareholders on 15 December 2025 by transfer to the bank account of the Shareholder.

3.    Appointment of an auditor for the 2025 financial year and determination of the procedure of remuneration of an auditor

Appoint the company of auditors KPMG Baltics OÜ to conduct the audit of Aktsiaselts Infortar in the financial year 2025 and to remunerate the work according to the audit contract to be concluded with the auditor.

4.    Deciding on conduction of the Option Plan

Terminate the share option plan of Aktsiaselts Infortar approved by resolution no. 6 of the Annual General Meeting of the Shareholders held on 15 June 2021 and the conclusion of option agreements under this plan prematurely as of 30 June 2025. To approve the implementation of a new share option plan of Aktsiaselts Infortar and to grant the Supervisory Board the right to establish the new share option plan under the following principles (“Option Plan”):

4.1. The purpose of the Option Plan is to motivate the management and employees of Aktsiaselts Infortar by involving them as Shareholders, thereby enabling them to benefit from the increase in the value of the shares as a result of their work. The Option Plan applies to Aktsiaselts Infortar and its group entities in Estonia, Latvia, Lithuania, Finland, and Poland. The Supervisory Board of Aktsiaselts Infortar may decide to extend the Option Plan to group entities in other countries.

4.2. The term of the Option Plan is four (4) years, and options (“Options”) may be granted and option agreements concluded under the Option Plan from 1 July 2025 until 1 July 2029. Should an Entitled Person (as defined below) fail to conclude an option agreement within the aforementioned period, they shall lose the right to acquire the Options made available to them.

4.3. Under the Option Plan, Aktsiaselts Infortar shall have the right to issue up to 400,000 Options for the acquisition of 400,000 shares, representing up to 1,89% of the share capital of Aktsiaselts Infortar.

4.4. Entitled Persons under the Option Plan (“Entitled Persons”) shall be:

(a) Members of the Supervisory Board of Aktsiaselts Infortar, whereby the granting of Options and the number of Options to be granted to specific members of the Supervisory Board shall be determined annually by the General Meeting by a separate resolution, provided that no Supervisory Board member shall acquire more than 4000 Options per year during the term of the Option Plan;

(b) Members of the Management Board of Aktsiaselts Infortar appointed by the Supervisory Board, whereby the number of Options to be granted to each Management Board member shall be determined annually by the Supervisory Board by a separate resolution, provided that no Management Board member shall acquire more than 4000 Options per year during the term of the Option Plan;

(c) Employees of Aktsiaselts Infortar and members of management bodies and employees of group companies, as designated by the Supervisory Board, or by the Management Board if so delegated by the Supervisory Board, whereby the number of Options to be granted to each such person shall be determined annually by the Supervisory Board or the Management Board (in case of delegation) by a separate resolution, provided that no such Entitled Person shall acquire more than 4000 Options per year during the term of the Option Plan.

4.5. Generally, Options issued under the Option Plan cannot be exercised, and the underlying shares cannot be acquired, before the 3-year vesting period has passed from the grant of the Option. A prerequisite for exercising the Option is that the Entitled Person remains a member of a management body or an employee of Aktsiaselts Infortar or any of its subsidiaries at the time of exercising the Option.

4.6. Each Option granted under the Option Plan entitles the Entitled Person to acquire one (1) share of Aktsiaselts Infortar upon fulfilment of the preconditions for exercising the Option. In the event of a change in the nominal value of shares, the number of shares granted under each Option shall be adjusted accordingly. The price payable for the shares upon exercising the Options shall be determined annually by decision of the Supervisory Board before the issuance of Options and the conclusion of option agreements for the respective year, provided that the price of the share option must be at least 26 euros per share and represent at least 50% of the weighted average stock exchange price of the  share option over the six-month period preceding 1 June of the calendar year in which the option agreement is concluded. In the case of Options being granted to members of the Supervisory Board, the price per share shall be determined by the General Meeting based on the same principles.

4.7. The implementation and administration of the Option Plan shall be managed by the Supervisory Board of Aktsiaselts Infortar which shall establish the terms and conditions of the Option Plan by its resolution, following the principles approved by this resolution. The Supervisory Board may delegate decision-making and actions related to the implementation of the Option Plan to the Management Board of Aktsiaselts Infortar. 

4.8. For the fulfilment of the Option Plan and the acquisition of shares to be transferred to Entitled Persons upon exercise of Options:

(a) New shares may be issued under the authorisation granted to the Supervisory Board by resolution no. 5 of the Annual General Meeting of the Shareholders, which shall be issued to the Entitled Persons; or

(b) Own shares held by Aktsiaselts Infortar may be used, including own shares acquired by Aktsiaselts Infortar under the authorisation granted by resolution no. 6 of the Annual General Meeting of the Shareholders.

5.    Amendment of the Articles of Association and exclusion of the pre-emptive subscription right of the Shareholders

Decide to grant the Supervisory Board the right to increase the share capital for the purpose of issuing new shares necessary to fulfil the conditions of the Option Plan approved by resolution no. 4 of the Annual General Meeting of the Shareholders and to amend the Articles of Association accordingly and to exclude the pre-emptive subscription right of Shareholders upon each increase of the share capital if the Supervisory Board increases the share capital of Aktsiaselts Infortar under the authorisation given by the Articles of Association for the implementation of the Option Plan:

5.1. Amend clause 2.1.2 of the Articles of Association with the following wording:

„The supervisory board of the company has the right, within three (3) years from 1 July 2025, to increase the share capital through contributions by up to 500,000 euros in accordance with the procedure set out by law.“

5.2. Shareholders shall exclude their pre-emptive subscription right in respect of shares issued by the Supervisory Board pursuant to the authorisation granted in clause 5.1 of this resolution, in accordance with § 345 (1) of the Commercial Code, and the right to subscribe for shares shall be granted to the Entitled Persons to the share option under the Option Plan approved by resolution no. 4 of the Annual General Meeting of the Shareholders for the purpose of ensuring the implementation of the Option Plan.

6.    Deciding on the acquisition of own shares

Grant Aktsiaselts Infortar the right to acquire its own shares under the following conditions:

6.1. Aktsiaselts Infortar shall have the right to acquire its own shares within five (5) years from the adoption of this resolution under a buy-back programme as defined in Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) No 2016/1052, by purchasing the shares through Nasdaq Tallinn Stock Exchange. The acquired shares may be used for fulfilling obligations arising from the Option Plan approved by resolution no. 4 of the Annual General Meeting of the Shareholders;

6.2. The maximum number of shares to be repurchased shall be 250,000 shares, the total nominal value of which corresponds to 1,18% of the share capital of Aktsiaselts Infortar;

6.3. The minimum price per share to be paid by Aktsiaselts Infortar shall be no less than 0 euros and the maximum price shall not exceed the average stock exchange price of the share of Aktsiaselts Infortar of the last 30 trading days preceding the relevant buy-back transaction by more than fifty percent (50%); and

6.4. The acquisition of own shares by Aktsiaselts Infortar must not cause the net assets to become less than the total of share capital and reserves which pursuant to law or the Articles of Association shall not be paid out to shareholders.

6.5. To authorise the Management Board to decide and execute share buy-backs in accordance with this resolution and applicable laws, to determine the buy-back price, procedure and other conditions, and to carry out all necessary actions.

Review of the documents of the General Meeting

The documents related to the Annual General Meeting of Aktsiaselts Infortar, the documents to be presented to the General Meeting, including the drafts of the resolutions, Annual Report of the financial year 2024 of Aktsiaselts Infortar, the sworn auditor’s report, the proposal for the distribution of profit, the Supervisory Board’s report on the 2024 Annual Report and the substantiations presented by the Shareholders regarding items on the agenda (if any are received) may be examined on the website of Aktsiaselts Infortar at the address and as annexed to the stock notice on the website of the Tallinn Stock Exchange at the address until the date of holding the General Meeting (included).  

Shareholders may send any questions regarding the items on the agenda to the e-mail address .

Rights of the Shareholders regarding the agenda of the General Meeting

A Shareholder has the right to receive information from the Management Board on the activities of Aktsiaselts Infortar at the General Meeting of Aktsiaselts Infortar. The Management Board may refuse to give information or to present documents if there is a basis to presume that this may cause significant damage to the interests of the public limited company. In the event the Management Board refuses to give information, a Shareholder may demand the General Meeting to decide on the legality of his or her request or file, within two weeks after the General Meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to give information.

The Shareholders whose shares represent at least 1/20 of the share capital may demand the inclusion of additional issues on the agenda of the Annual General Meeting if the respective demand has been submitted no later than 15 days before the General Meeting is held. The Shareholders whose shares represent at least 1/20 of the share capital may submit to the company a draft of the resolution in respect to each item on the agenda. This right may not be exercised later than 3 days before the General Meeting is held. The above documents must be submitted to the company in writing to the address: Aktsiaselts Infortar, Liivalaia 9, 10118 Tallinn or sent with digital signature to the e-mail address .

Pre-voting

Shareholders who are unable to or do not wish to participate in the General Meeting can vote on the draft resolutions on the agenda of the General Meeting before the General Meeting (hereinafter Pre-Voting) during the period from the publication of the notice of calling the General Meeting as of 8 May 2025 until 2 June 2025 at 16:00. The procedure for Pre-Voting has been published on the website of Aktsiaselts Infortar at and has been added to the stock notice on calling the General Meeting. The Shareholders who have duly voted shall be deemed to have taken part in the General Meeting and the votes represented by their shares shall be accounted as part of the quorum of the General Meeting, unless otherwise provided by law. 

Instructions for the participants in the Annual General Meeting and appointment of representative

Before the General Meeting is held, the Shareholders can notify about the appointment of a representative and the revocation of authorisation by the principal by e-mail at , using the templates that have been published on the website of Aktsiaselts Infortar at and added to the stock notice on the calling of the General Meeting. 

We kindly ask the Shareholders, who are as at the date of fixation of the list, i.e. on 28 May 2025, registered in the share register maintained by Nasdaq CSD SE and who wish to participate in the Annual General Meeting, to present the following documents for registration:

-  A Shareholder who is a natural person should present an identity document (passport or ID-card). 

- A representative of a Shareholder who is a natural person should present an identity document (passport or ID-card) and a properly signed written power of attorney or an electronic power of attorney (digitally signed).

- A legal representative of a legal person should present an extract (or other similar document) from the respective business register in which the legal person is registered, which shows the person’s right to represent the Shareholder (legal persons registered in Estonia should present an extract of the commercial register registry card which is not issued sooner than 15 days before the General Meeting is held).

- Authorised representative of a legal person whose right of representation is not indicated in the respective business register extract (or other similar document) should, in addition to the aforementioned documents, submit a power of attorney duly issued by the legal representative of the Shareholder in at least a written or digital format (digitally signed). 

All documents submitted in foreign languages must be in English or translated into English or Estonian by a sworn translator or an official who is equivalent to a sworn translator.

We kindly ask that electronic documents (digitally signed) are sent by e-mail to the address not later than by the date of the General Meeting.

Yours sincerely, 

Management Board of Aktsiaselts Infortar

Infortar operates in seven countries, the company's main fields of activity are maritime transport, energy and real estate. Infortar owns a 68.47% stake in Tallink Grupp, a 100% stake in Elenger Grupp and a versatile and modern real estate portfolio of approx. 141,000 m2. In addition to the three main areas of activity, Infortar also operates in construction and mineral resources, agriculture, printing, and other areas. A total of 110 companies belong to the Infortar group: 101 subsidiaries, 4 affiliated companies and 5 subsidiaries of affiliated companies. Excluding affiliates, Infortar employs 6,296 people.

Additional information:

Kadri Laanvee

Investor Relations Manager

Phone:

e-mail: 

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