Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

Future sales of the Shares could adversely affect the market price of the Shares.
Immediately after the Offering, assuming that the Over-Allotment Option is not exercised in full,
approximately 25.0 percent of the Shares will be held by investors in the Offering. If the Over-Allotment Option
is exercised in full, approximately 27.5 percent of the Shares will be held by investors in the Offering. We may
issue additional Shares at any time after the Offering, subject to the terms of the lock-up that we have agreed
upon with the Managers. Sales of substantial amounts of Shares, or issuance of additional Shares after the expiry
of the relevant lock-up periods, or the perception that such sales or issues could occur, could adversely affect
prevailing market prices for the Shares. See “Plan of Distribution.”
We cannot assure you that Tallink will pay any dividend on the Shares.
There is no assurance that Tallink will pay dividends on the Shares, nor is there any assurance as to the
amount of any dividend it might pay. The payment and the amount of any dividend will be subject to the
discretion of Tallink’s management board, supervisory council and, ultimately, the general meeting of our
shareholders and will depend on available cash balances, anticipated cash needs, our results of operations, our
financial condition and any loan agreement restrictions binding us or our subsidiaries as well as other relevant
factors. See “Dividends and Dividend Policy.”
If securities or industry analysts do not continue to publish research or reports about our business, the price of
the Shares and trading volume could decline.
The trading market for the Shares will depend on the research and reports that industry or securities analysts
may publish about us or our business. We do not have any control over these analysts. If one or more of the
analysts who cover us downgrade their ratings of the Shares, the price of the Shares may decline. If one or more
of these analysts cease coverage of our company or fail to publish regular reports on us, we could lose visibility
in the financial markets, which in turn could cause the price of the Shares or trading volume to decline.
It may not be possible for you to enforce U.S. judgments against us.
Tallink is incorporated in Estonia. Council Regulation (EC) No 44/2001 on jurisdiction and the recognition
and enforcement of judgments in civil and commercial matters sets forth a requirement that judgments of the
courts of the member states of the European Union (except for Denmark) should be recognized and enforced in
Estonia. However, Estonia is not a party to the Brussels Convention or the Lugano Convention on jurisdiction
and the recognition and enforcement of judgments in civil and commercial matters. Therefore, recognition and
enforcement in Estonia of judgments of all other foreign courts is regulated by the Estonian Code of Civil
Procedure. Pursuant to Article 377(1) of the Code of Civil Procedure, judgments of foreign courts are recognized
by Estonian courts in accordance with international treaties concluded by Estonia. Estonia has concluded
international agreements on the recognition or enforcement of judgments of the relevant courts with the Russian
Federation, Latvia, Lithuania, Poland and Ukraine. Currently, judgments of courts of jurisdictions not listed
above are not enforceable in Estonia without re-litigation of the subject matter of such judgments on their merits.
In addition, substantially all of our assets and the assets of our subsidiaries are located outside the United
States. As a result, it may be difficult or impossible for you to serve process within the United States upon
Tallink, or to enforce your judgment upon Tallink for civil liabilities in U.S. courts.
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