Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

esidency certificate). A tax at the rate of 15 percent is withheld in Estonia only on the dividends distributed to
companies resident in Finland for tax purposes (providing a residency certificate) and holding less than 20
percent of the share capital and votes in Tallink.
Irrespective of the above, an additional tax may be withheld by custodians in Estonia from dividends
distributed to Finnish shareholders whose holdings are nominee registered. Any such Finnish shareholder may
claim for a tax refund with the Estonian tax authority of such tax withheld in Estonia.
In Finland, 30 percent of the dividends received by private persons are tax exempt with the remaining 70
percent being taxed as capital income at the rate of 28 percent. Further, if the shareholder is a non-listed
company, the dividend will be tax exempt in Finland only if the recipient owns at least ten percent of the share
capital or votes in Tallink. Where a non-listed company owns less than ten percent of the share capital and votes
in Tallink, 25 percent of the dividends received are tax exempt with the remaining 75 percent being taxable
income at the rate of 26 percent in Finland. Dividends received by a Finnish listed company are generally tax
exempt in Finland.
If dividends received are not taxable income in Finland, no withholding taxes paid in Estonia can be
credited in Finland. The tax treatment and rates discussed above are applicable for the tax year 2006 based on the
laws in effect as of the date of this offering memorandum.
Capital Gains Taxation
Finnish resident investors for tax purposes may under the Finnish rules be liable to pay capital gains tax or
alternatively capital loss may occur in Finland when the investors transfer their Shares.
Wealth Tax
The Shares are included in the taxable net wealth of Finnish resident individuals, Finnish estates and Finnish
legal entities that are subject to net wealth tax. Most Finnish legal entities are, however, exempted from net
wealth taxation. The net wealth tax is proposed to be abolished as of 2006.
Transfer Tax
No Finnish transfer tax is payable on the transfers of the Shares as the Shares are not Finnish securities.
88