Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

Payment
Investors in Estonia
By submitting a Subscription Undertaking, an investor authorizes and instructs the credit institution
operating the investor’s cash account connected to his securities account (which may be also the Custodian itself)
to block the transaction amount on such cash account until the completion of settlement on or about December 8,
2005. The transaction amount shall equal the number of Shares covered by the Subscription Undertaking times
the Subscription Price. An investor may submit a Subscription Undertaking only if there are sufficient funds on
the cash account connected to his respective ECRS securities account to cover the transaction amount.
Investors in Finland
By submitting a Subscription Undertaking, an investor authorizes and instructs Nordea Bank Finland to
debit the investors bank account by the transaction amount or undertakes to pay the transaction amount in cash.
The payment of the transaction amount shall be effected when the Subscription Undertaking is submitted. The
transaction amount shall equal the number of Shares covered by the Subscription Undertaking times the
Subscription Price.
Amendment or Cancellation of Subscription Undertakings
An investor may amend or cancel a Subscription Undertaking until the end of the Offer Period. To do so the
investor must contact the relevant custodian or subscription place through which the respective Subscription
Undertaking has been made, and carry out the procedures required by the respective custodian or subscription
place (the procedures for amending and annulling the Subscription Undertaking may differ between different
custodians and subscription places). All fees payable as a result of an amendment and/or annulment of a
Subscription Undertaking shall be payable by the investor according to the applicable price list of the custodian
or the subscription place.
Procedure for Amending the Offer Price Range
If the offer price range is amended Tallink shall prepare a supplement to the offering memorandum which
has to be approved by the competent authority. The supplement shall be published in the same way as the
original offering memorandum was published. Tallink shall make an announcement thereof through the Tallinn
Stock Exchange and on its website. Investors who have submitted Subscription Undertakings before the
announcement may cancel their Subscription Undertakings within two working days after the announcement in
accordance with the procedure described under previous caption. Should the offer price range be amended, also
the total number of Offer Shares, the dates and other terms and conditions set forth herein may be changed. All
such changes shall be announced together with the announcement of the amended price range. Investors who
have not cancelled their Subscription Undertakings within the above-referred time period shall be deemed to
have accepted all changes announced in accordance with above.
Distribution and Allocation
In the allocation, Tallink shall take into consideration only those Subscription Undertakings, which have
been completed and submitted during the Offer Period in accordance with all the requirements set out in these
Terms. All other Subscription Undertakings may be rejected.
Offer Shares shall be allocated to investors using stepped allocation methodology. Under the stepped
allocation methodology, Tallink, together with the Managers, will determine, after the Offer Period, one or more
allocation levels (in number of Shares) and the allocation percentages applied to each level. The transaction
amount in each Subscription Undertaking will be divided into different parts, e.g. part being below the first level
(x percent of such part will be accepted), part being between the first and second level (y percent of such part will
be accepted), part exceeding the second level (z percent of such part will be accepted) etc. The main criteria for
the determination of the levels and allocation percentages are: (i) the total demand for the Offer Shares in the
Retail Offering (ii) size of Subscription Undertakings in the Retail Offering and (iii) number of investors having
submitted Subscription Undertakings in the Retail Offering.
All Subscription Undertakings (made in accordance with the Terms) shall be fully accepted up to EEK
23,469.90 (EUR 1,500) (which amount may be adjusted downwards to the closest amount which, if divided with
the Offer Price, results in a whole number of Offer Shares).
17