Resolutions of the Annual General Meeting of AS Tallinna Sadam

The annual general meeting of AS Tallinna Sadam (hereinafter: Tallinna Sadam) was held on 24 April 2025 at 14.00 in the atrium of head office of Tallinna Sadam (Sadama 25, Tallinn).

The notice on calling the annual general meeting was published on 3 April 2025 in the stock exchange information system, on Tallinna Sadam website and in the daily newspaper “Postimees”. The list of shareholders entitled to participate at the annual general meeting was fixed as of 17 April 2025 at the end of the business day of the Nasdaq CSD settlement system.

A total of 79 shareholders participated and were represented at the meeting, with their corresponding shares representing a total of 200 537 497 votes. This means 76,25% of the votes determined by shares were represented at the meeting. Shareholders who voted before the general meeting are considered to be participating in the general meeting, and the votes represented by the shares owned by the shareholder are included in the quorum of the general meeting.

The annual general meeting of the shareholders of AS Tallinna Sadam resolved:

1. Approval of the Annual Report 2024

With 200,520,863  i.e. 99,99% votes in favour, to approve the Annual Report 2024 of AS Tallinna Sadam, as presented to the general meeting.

2. Profit allocation

With 200,537,445, i.e. 100,00% votes in favour, to approve the profit distribution proposal of 2024 and dividend payment of AS Tallinna Sadam as follows:

1. 1. 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.
   2. Transfer to statutory capital reserve 544,210 euros.
   3. To pay dividends to the shareholders 0,073 euros per share, in the total amount of 19,199,000 euros.

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.

3. Appointment of the auditor

With 200,517,412, i.e. 99,99% votes in favour, 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).

4. Election of the members of the supervisory board

With 200,444,144, i.e. 99,95% votes in favour,

1. 1. 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.
   2. To appoint Priit Perens as chairman of the supervisory board starting from 1 July 2025.
   3. 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.

The materials of the general meeting are available at Tallinna Sadam web page to which we will add the minutes of the general meeting no later than 1 May and the video recording in Estonian and English by 8 May.

Tallinna Sadam is one of the largest cargo- and passenger port complexes in the Baltic Sea region. In addition to passenger and freight services, Tallinna Sadam group also operates in shipping business via its subsidiaries – OÜ TS Laevad provides ferry services between the Estonian mainland and the largest islands, and OÜ TS Shipping charters its multifunctional vessel Botnica for icebreaking and offshore services in Estonia and projects abroad. Tallinna Sadam group is also a shareholder of an associate AS Green Marine, which provides waste management services.

Additional information:

Andrus Ait

Chief Financial Officer

Tel.