Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

Tallink may at any time prior to the receipt by Tallink and Selling Shareholders of full payment for all Offer
Shares cancel the Offering or any part thereof, if the underwriting agreement has not been entered into on or
before December 2, 2005 or the obligations of the Underwriters under the underwriting agreement (a) have not
become unconditional or (b) terminate prior to the settlement. In case of cancellation of the Offering, or any part
thereof, Tallink shall make an announcement thereof through the Tallinn Stock Exchange. As of the moment of
announcement all rights and obligations of the parties relating to the cancelled part of the Offering shall
terminate.
Offer Price
The offer price shall be decided by the supervisory council of Tallink after the completion of the
book-building process directed at institutional investors (“Offer Price”), in which the Offer Price shall be
determined on the basis of tenders for the Offer Shares obtained from institutional investors, taking into
consideration the total demand for the Offer Shares in the Institutional Offering, price sensitivity of the demand
and quality of the demand. The Offer Price is expected to be between the price range of EEK 73.50 (EUR 4.70)
and EEK 92.00 (EUR 5.88). The above price range may be amended until the end of the Offer Period on the basis
of information obtained in the book-building process—see “Procedure for amending the price range.”
The Offer Price in the Institutional Offering and the Retail Offering shall be the same.
Subscription
Tallink invites investors to submit Subscription Undertakings in accordance with these Terms. Subscription
Undertakings may be submitted during the Offer Period. An investor may apply to subscribe for the Offer Shares
only at the upper limit of the price range, i.e. at EEK 92.00 (EUR 5.88) per Share (“Subscription Price”).
Possible multiple Subscription Undertakings submitted by the investor shall be merged for the purposes of
allocation.
An investor must ensure that the data in the Subscription Undertaking is correct, complete and readable. An
uncompleted, incorrect or unclear Subscription Undertaking may be rejected.
An investor may submit the Subscription Undertaking either personally or through a representative whom
the investor has authorized (in the form required by law) to submit the Subscription Undertaking and make the
relevant payments.
By submitting a Subscription Undertaking an investor:
• accepts these Terms and agrees with Tallink and Selling Shareholders on the application of them;
• acknowledges that the Retail Offering does not constitute an offer (in Estonian: pakkumus) of Shares by
Tallink or any Selling Shareholder and that the making of a Subscription Undertaking does not itself
amount to subscription for the Offer Shares in legal terms nor entitle to subscribe for the Offer Shares
nor result in the agreement for sale of Offer Shares, and that by submitting of a Subscription
Undertaking an investor undertakes to acquire the Offer Shares to the maximum amount indicated in the
Subscription Undertaking on these Terms;
Investors in Estonia
• authorizes and instructs the relevant custodian of the ECRS (“Custodian”) to forward the registered
transaction instruction to the registrar of ECRS;
• authorizes the Custodian and the registrar of ECRS (AS Eesti Väärtpaberikeskus) to amend the data in
the investor’s transaction instruction regarding the amount of Offer Shares to be received, price per
share and total transaction amount on the basis of the Offer Price and results of allocation.
Investors in Finland
• authorizes and instructs Nordea Bank Finland Plc (“Nordea Bank Finland”) to effect the allocation of
the Offer Shares to the investor and to transfer them to the relevant nominee registered account at ECRS
as instructed by the investor’s custodian.
16