Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

The Offering
TERMS AND CONDITIONS OF THE RETAIL OFFERING
In the offering, a maximum of 34,090,909 ordinary shares of Tallink (“Shares”) are being offered to
Estonian, Finnish and international institutional investors (“Institutional Offering”) and to the public in Estonia
and Finland, including the employees and members of the supervisory council and management board of Tallink
and its subsidiaries (“Retail Offering” and, together with the Institutional Offering, “Offering”). The Offering is
divided into an issue of 26,500,000 new Shares by Tallink (“New Shares”), and a sale of a maximum of
7,590,909 existing Shares by certain existing shareholders of Tallink (“Selling Shareholders”) (“Sale Shares”
and, together with the New Shares, “Offer Shares”). Certain Selling Shareholders have granted the managers of
the Offering (“Managers”) an option to purchase up to an aggregate of 3,409,091 additional Shares at the Offer
Price (as defined below) solely to cover over-allotments.
The sizes of the Institutional Offering tranche and the Retail Offering tranche have not been pre-determined.
The total amount of Offer Shares to be allocated as part of the Institutional Offering and the Retail Offering will
be determined by Tallink in the allocation process after the Offer Period (as defined below) based on the demand
for the Offer Shares by the different investor groups. Only New Shares will be offered in the Retail Offering.
The issuance of New Shares will be decided by the general meeting of shareholders of Tallink on
November 30, 2005. The notice calling the general meeting has been published on November 21, 2005 through
Tallinn Stock Exchange and in the newspapers Eesti Päevaleht and Postimees. The management board of Tallink
will propose to the general meeting of shareholders to waive the pre-emptive right of shareholders to subscribe
for the New Shares in order to extend the shareholder base of Tallink. The decisions of the general meeting will
be published through Tallinn Stock Exchange not later than on December 1, 2005.
These terms and conditions (“Terms”) relate only to the Retail Offering.
Tallink expects to announce the Offer Price and the results of the Offering, including the total amount of
Offer Shares allocated in the Institutional Offering and in the Retail Offering not later than on December 2, 2005
through Tallinn Stock Exchange and on the website of Tallink and not later than December 5, 2005 in two daily
newspapers, one circulated throughout Estonia and one circulated throughout Finland.
Right to Participate in the Retail Offering
The Retail Offering is directed to all natural and legal persons in Estonia and Finland who do not belong to
the following categories of institutional or qualified investors:
(a) credit institutions, investment firms, insurance companies, collective investment schemes and their
management companies, pension funds and their management companies and other authorized or
regulated financial institutions;
(b) national, regional and local governments, central banks and international organisations;
(c) natural persons and small and medium-sized enterprises who have been registered as qualified
investors in the respective list maintained by the Estonian Financial Supervision Authority or in the list
maintained by the Finnish Financial Supervision Authority; and
(d) other persons who have confirmed to the Managers , in the course of the Institutional Offering, that
they fall under the definition of a ”qualified investor” (“kutseline investor”) set forth in the Estonian
Securities Market Act or the definition of a “qualified investor” (“kokenut sijoittaja”) set forth in the
Finnish Securities Market Act.
For the purpose of these Terms a person shall be deemed to be “in Estonia” if he has a securities account
with Estonian Central Register of Securities (“ECRS”) and his address, according to the data in ECRS regarding
his securities account, is in Estonia. A person shall be deemed to be “in Finland” if his permanent address is in
Finland.
Offer Period
Investors may submit undertakings to subscribe for the Offer Shares (a “Subscription Undertaking”) starting
at 9:00 a.m. on November 21, 2005 until 4:00 p.m. on December 1, 2005 (“Offer Period”).
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