Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

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LEGAL MATTERS Certain legal matters in connection with the Offering will be passed upon for us by Raidla & Partners, Attorneys at Law with respect to Estonian law, by Roschier Holmberg, Attorneys Ltd. with respect to Finnish law and by Davis Polk & Wardwell with respect to U.S. law. Certain legal matters in connection with the Offering will be passed upon for the Managers by Advokaadibüroo Tark & Co with respect to Estonian law and by White & Case LLP with respect to Finnish and U.S. law. 94
INDEPENDENT AUDITORS Pursuant to the Estonian Commercial Code, our general meeting of shareholders shall approve the number of auditors and elect our auditors. Pursuant to a resolution dated February 5, 2005, the general meeting of shareholders elected Marju Põldniit and Hanno Lindpere, certified auditors from Ernst & Young Baltic Aktsiaselts, as our auditors for the financial year ended August 31, 2005. Ernst & Young Baltic Aktsiaselts have acted as our auditors since 2002. The statutory audited consolidated financial statements of Tallink Group for the financial year ended August 31, 2004, with comparative information for the financial year ended August 31, 2003, and for the financial year ended August 31, 2005, with comparative information for the financial year ended August 31, 2004, as well as the statutory audited unconsolidated financial statements of Tallink for the financial year ended August 31, 2004, with comparative information for the financial year ended August 31, 2003, and for the financial year ended August 31, 2005, with comparative information for the financial year ended August 31, 2004, have been audited by Ernst & Young Baltic Aktsiaselts. Certain financial information presented by us in this offering memorandum has been obtained directly from our audited financial statements, while certain other financial information presented herein has been recomputed by us from amounts contained in the audited financial statements. This financial information is presented in the following sections: Summary, Capitalization, Selected Financial Information, Operating and Financial Review and Prospects, Business and Management. All remaining financial information presented herein, including certain information in the aforementioned sections, has been derived by us from our unaudited records. 95
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OFFERING MEMORANDUM Aktsiaselts Tal
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TABLE OF CONTENTS Summary .........
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CERTAIN INFORMATION WITH RESPECT TO
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August 31, 2005, with comparative i
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SUMMARY This summary should be read
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The Offering Offering .............
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and there is no obligation on Citig
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RISK FACTORS Before making an inves
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of our vessels, compliance with env
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present, fuel represents approximat
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due to decrease over the next three
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The Offering TERMS AND CONDITIONS O
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Payment Investors in Estonia By sub
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unless the exclusive jurisdiction o
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An investor shall be liable for the
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Exercise of Shareholder Rights by I
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BACKGROUND AND REASONS FOR THE OFFE
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EXCHANGE RATES The Estonian kroon h
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1 EBITDA = Earnings before net fina
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status under the EU regulatory fram
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into the following principal compon
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Following the planned introduction
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increase of 87 percent compared to
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Currently outstanding loan agreemen
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Off-Balance Sheet Guarantees Tallin
Page 51 and 52: Market Risk Disclosure The manageme
Page 53 and 54: Our Geographic Market Area The area
Page 55 and 56: The passenger and ro-ro cargo volum
Page 57 and 58: Strategy facilities and quality onb
Page 59 and 60: We initially chartered all of our v
Page 61 and 62: St. Petersburg—Estonia/Finland Ro
Page 63 and 64: Sales of Cargo Transport General. I
Page 65 and 66: On the Sweden—Estonia routes, we
Page 67 and 68: New Vessels We have embarked on a s
Page 69 and 70: The table below shows the operators
Page 71 and 72: certificates for all our vessels, w
Page 73 and 74: Protection and indemnity insurance
Page 75 and 76: Legal Structure Aktsiaselts Tallink
Page 77 and 78: MANAGEMENT Structure of Our Managem
Page 79 and 80: Mr. Enn Pant (born 1965) was electe
Page 81 and 82: Some members of our supervisory cou
Page 83 and 84: September 2005, SEB Eesti Ühispank
Page 85 and 86: Changes in the Share Capital The ta
Page 87 and 88: paid for from assets excluding the
Page 89 and 90: equirement also applies where membe
Page 91 and 92: the trading system automatically ac
Page 93 and 94: Recognition and enforcement of judg
Page 95 and 96: exemption does not apply where the
Page 97 and 98: PLAN OF DISTRIBUTION Citigroup Glob
Page 99 and 100: • in any other circumstances that
Page 101: (6) The purchaser will not deposit
Page 105 and 106: INDEX TO FINANCIAL STATEMENTS Conso
Page 107 and 108: FINANCIAL STATEMENTS FOR THE FINANC
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FINANCIAL STATEMENTS FOR THE FINANC
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ROMANTIKA FANTAASIA REGINA BALTICA
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