Tallinna Sadam As · OMXTSE:TSM1T
Tallinna Sadam As — Shareholder Meeting (April 2026)
67 slides from Tallinna Sadam As's shareholder meeting presentation, Apr 28, 2026
Slide 1: Tallinna Sadam AGM
Tallinna Sadam AGM 28 April 2026
Slide 2: Agenda
Agenda 1. Video greeting from the majority shareholder – Kuldar Leis, Minister of Infrastructure 2. Overview of the activities of the Supervisory Board – Priit Perens, Chairman of the Supervisory Board 3. Annual review and future outlook - Valdo Kalm, Chairman of the Management Board/ CEO 4. Present
Slide 3: Resolutions of the shareholders
Resolutions of the shareholders 1. Approval of the Annual Report 2025 2. Profit allocation 3. Appointment of the auditor 4. Election of Member of the Supervisory Board 5. Remuneration principles of the boards 6. Ensuring gender balance in the boards
Slide 4: Greeting from the majority shareholder
Greeting from the majority shareholder Kuldar Leis, Minister of Infrastructure
Slide 5: Kuldar Leis
Kuldar Leis Minister of Infrastructure
Slide 6: Overview of the activities of the Supervisory Board
Overview of the activities of the Supervisory Board Priit Perens Chairman of the Supervisory Board
Slide 7: Supervisory Board from July 2025 until April 2026
Supervisory Board from 1 July 2025 until 30 April 2026 independent Priit Perens Marek Helm Meelike Paalberg Chairman Chairman of the Audit Committee Chairman of the Remuneration Committee Anneli Heinsoo Teele Lepp Kaur Kajak Sander Salmu
Slide 8: Activities of the Supervisory Board in 2025
Major decisions: Activities of ✓ Renewal of the group strategy for 2023-2027 the Supervisory ✓ Assessment of achievement of the goals set for the Management Board for 2024, setting 2026 goals Board ✓ Approval of major commercial decisions (e.g. sales of land for Rail Baltica, superficies agreements
Slide 9: Results of the self-assessment of activities of the Supervisory Board
Main conclusions: ✓ The Supervisory Board works at a high level and operates professionally ✓ Members of the Supervisory Board are competent and well prepared ✓ Cooperation with the Management Board is confident and roles and responsibilities are clearly in place Results of the ✓ An open discussion
Slide 10: Main focus in business strategy
Main focus in business strategy • We aim to be the most innovative port in the Baltic Sea, because innovation and environmental friendliness create competitive advantage. • We meet the expectations of our shareholders in terms of efficiency and profitability and we fulfill our dividend promise. • We
Slide 11: Impact and mitigation of risks
Impact and mitigation of risks Major risks Mitigation measures Unstable global economy and military conflicts, Balanced and diverse business model protectionism Changing environmental requirements and Environmentally friendly and future-oriented regulations investments and solutions Volatility of ca
Slide 12: Management & motivated personnel
Management & motivated personnel • Motivated and goal-oriented employees • The company's high business culture and adaptation to changing market conditions • Focus on business efficiency • Adding the share return rate to the company's performance plan • Reputable employer: 7th place in Kantar EMOR s
Slide 13: Why Tallinna Sadam share is attractive?
Why Tallinna Dividends paid (mEUR) Sadam share is 25 200% attractive? 20 19 19 19 19 180% 160% 140% 121% • Stable infrastructure company 15 120% 100% 100% 100% • Balanced business model: four business 85% fields and new projects 10 75% 80% 60% • Strong cash flow – 5 40% EBITDA margin 45% 20% • Sever
Slide 14: Annual review and future outlook
Annual review and future outlook Valdo Kalm CEO
Slide 15: Well balanced business model
Well balanced business model Business segments PASSENGER HARBOURS CARGO HARBOURS International PAX lines, Cargo handling, passengers cruise, ro-ro with cars, industrial parks Old City Harbour Muuga harbour Saaremaa harbour Paldiski South harbour OTHER FERRY Icebreaker Botnica Operating Saaremaa and
Slide 16: Cargo Harbours
- TALLINNA & SADAM : Cargo Harbours
Slide 17: Recovery of cargo transport
Recovery of cargo transport 2025 vs 2024 cargo volumes increased +5.1%: • Ro-ro –2.1% • Dry bulk +5.2% • Containers –0.1% • Liduid bulk +46.7% Record volumes (grain, steel)
Slide 18: Completion of construction of the new quay in Paldiski
Completion of construction of the new quay in Paldiski
Slide 19: New opportunities and investments in Muuga terminals
New opportunities and investments in Muuga terminals: PK Terminal Panamir MGT
Slide 20: Rail Baltica design contract for Muuga freight station connection
Rail Baltica design contract for the connection of Muuga freight station, and transfer of land
Slide 21: Industrial parks 2.0
Muuga Industrial Paldiski Harbour Industrial parks 2.0 South Harbour Industrial Park 39 ha Park 76 ha • Multimodal hub • Close shipping connections with Scandinavia and Western Europe • Rail and road connections with neighboring countries • Rail Baltica freight station under development • New produc
Slide 22: Competition on prime development area in Muuga
Competition on prime development area in Muuga Industrial Park • The property was returned to Tallinna Sadam in connection with the bankruptcy proceedings of MPG AgroProduction OÜ. • Great potential for developing new projects – long and deep berths suitable for Panamax-type ships in the immediate v
Slide 23: 2026 focus projects
2026 focus projects • German corridor • New shipping line • Renewable energy terminals
Slide 24: Passenger harbours
Passenger harbours
Slide 25: Recovery of passenger business
Recovery of passenger business 2025 vs 2024 the number of passengers increased +1%: • Tallinn-Helsingi +1.3% • Tallinn-Stockholm –12% • Cruise passengers +25% • Muuga-Vuosaari –3.3% • Paldiski-Kappelskär +46%
Slide 26: A successful cruise year
A successful cruise year: a new cruise company, new ships and a record winter season
Slide 27: FIN-EST Green Corridor cooperation
FIN-EST Green Corridor cooperation: • Introducing fully electric ships: infrastructure needs • Introducing green fuels: availability and safety requirements • Zero-emission port infrastructure: new and reconstructible low-carbon buildings, service vehicles and relevant infrastructure • Reducing fuel
Slide 28: SWED-EST Green Collaboration
SWED-EST • Establishing shore-side electricity Green Collaboration: connections • Implementing renewable energy solutions • Development of waste Passenger lines: management and circular economy Stockholm-Tallinn, • Transition to emission-free and Kapellskär-Paldiski energy-efficient means of transpo
Slide 29: New A-terminal quarter
New A-terminal quarter 2026 focus project
Slide 30: Real estate development
TALLINNA & SADAM Real estate development
Slide 31: Old City Harbour detailed plans approved
2 Old City Harbour detailed plans approved, 4 in process Tuukri oldcityharbour.com A-terminal & Cruise area Southern part Northern part D-terminal area Old City Marina* area
Slide 32: Development principles
Development principles: • Opening the heart of the city to the sea • Close to everything – business, living, culture, education, entertainment etc • A new cultural object right by the sea • Use of renewable energy sources, including seawater-based district heating and cooling • Promenade with abunda
Slide 33: Role of Port of Tallinn
• 15 ha to be developed Role of • • ca 300 000 m² gross building area ca 5000 new workplaces Port of Tallinn • ca 4000 new residents Setting the course throughout the development in collaboration with the city in opening up the waterfront. Commercial and service areas • Long-term leasehold • partner
Slide 34: Start of cooperation of Sadama community
Start of cooperation of Sadama (port) community
Slide 35: First area for the tender – D-terminal area
First area for the tender– D-terminal area 2026 focus project
Slide 36: Shipping
Shipping
Slide 37: Ferries business
Ferries business TS Laevad • Recod year (trips -0,6%, vehicles +3,5%, passengers +1,2%) • Preparing for the new contract period 2026–2033 • Introducing of digital logbooks • Seeking and analysing growth opportunities • Keeping customers and employees satisfied
Slide 38: Icebreaker Botnica
Icebreaker Botnica Participating in a successful salvage operation of Thamesborg
Slide 39: Decision on new offshore ship
Decision on new offshore ship
Slide 40: Other accomplishments
TALLINNA & SADAM Other accomplishments
Slide 41: Green Marine: Circular Economy Promoter of the Year
Green Marine: Circular Economy Promoter of the Year
Slide 42: Successful change in electricity network charges
Successful change in electricity network charges
Slide 43: Estonia's first BIM construction permit for a substation
Estonia's first BIM construction permit for a substation – Innovation Project of the Year and EU funding
Slide 44: EU funding for onshore power connections for cruise ships
EU funding for the installation of onshore power connections for cruise ships
Slide 45: We deepened cooperation with universities
We deepened cooperation with universities: • Marinehäkk 2025: retrofitting ships • Noticing the heritage of the Estonian Academy of Arts "Gateway to the City" in urban space • Tallinn University "Mobility solutions"
Slide 46: Financial results and dividend proposal
Financial results and dividend proposal Andrus Ait Member of the Management Board/ CFO
Slide 47: Passengers and PAX vessel calls
Passengers and PAX vessel calls Stable vessel calls 2022-2025 Increase on passenger no +1% 10 5 646 5 692 5 709 5 672 9 8,2 8,3 7,9 5000 8 7,0 0,6 0,5 7 0,5 Vessel calls 4000 0,5 6 +1,0% Other Million PAX 5 3000 Cruise 4 Muuga-Vuosaari 7,0 7,2 7,3 2000 3 6,2 Tallinn-Stockholm 2 Tallinn-Helsingi 1000
Slide 48: Cargo volumes
Cargo volumes Increase in cargo volumes +5.1% Stable vessel calls 2022-2025 25 2000 1800 General cargo +5,1% 20 1600 17,8 1458 Containers 1435 1418 1400 1380 Vessel calls 2,1 15 13,8 1200 Dry bulk Million tons 13,1 2,9 12,6 2,1 1000 1,9 2,1 Ro-ro 10 2,7 800 6,9 2,2 2,6 600 Liquid bulk 5 6,4 6,6 6,4
Slide 49: Shipping
Shipping Operating volumes of the vessels MPSV Botnica chartering 3,0 45 000 300 100% 40 000 249 2,5 250 231 221 80% 2,5 2,5 35 000 2,4 2,3 68% Passengers/vehicles 2,0 30 000 200 179 Trips 63% 60% 60% 25 000 Days 1,5 22 842 22 972 23 179 23 050 150 20 000 49% 40% 1,0 1,2 1,2 15 000 100 1,1 1,1 10 00
Slide 50: Financial results
Financial results th EUR 2025 2024 +/– Revenue 118 687 119 587 –0,8% Adjusted EBITDA 56 510 53 137 6,4% Adjusted EBITDA margin 47,6% 44,4% 3,2 Operating profit 32 704 29 148 12,2% Income tax –5 415 –3 125 73,3% Profit for the period 22 463 19 153 17,3% Investments 33 245 38 831 –14,4%
Slide 51: Revenue and profitability
Revenue and profitability 140 90% 122 120 117 119 80% 120 110 70% Revenue 100 60% 80 50% Mln EUR 49% 48% Adj. EBITDA 46% 44% 42% 40% 60 54 56 57 53 30% 40 49 Adj. EBITDA margin 20% 20 10% 0 0% 2021 2022 2023 2024 2025
Slide 52: Results by segments
Results by segments (mEUR) Passenger H 20,8 39,5 19,9 37,9 Cargo H 16,9 33,4 14,2 32,0 Ferries 15,2 37,8 15,5 37,5 Others 3,6 8,0 3,6 12,2 0 5 10 15 20 25 30 35 40 45 Adj. EBITDA 2025 Adj. EBITDA 2024 Revenue 2025 Revenue 2024
Slide 53: Voting on agenda item 1: Approval of the Annual Report 2025
Voting on agenda item 1: Approval of the Annual Report 2025 To approve the Annual Report 2025 of AS Tallinna Sadam, as presented to the general meeting
Slide 54: Dividend proposal
Dividend proposal Dividends paid (mEUR) 30 160% • Dividend policy: 26 140% 25 • to pay at least 70% of the previous 121% 120% 20 19 19 19 19 year’s profit starting from 2021 100% 100% 100% • Dividend proposal EUR 0.073 EUR 15 85% 80% 75% per share (EUR 19.199 million) 60% 10 • Change of the rights r
Slide 55: Voting on agenda item 2: Profit allocation
Voting on agenda item 2 : Profit allocation • To approve the net profit of the financial year of 2025 in the amount of 22,462,907 euros and the retained earnings (including 2024 profit) of 49,551,050 euros. • Distribute to statutory capital reserve 725,418 euros. • To pay dividends to the shareholde
Slide 56: Appointment of the auditor
Appointment of the auditor • The auditor of AS Tallinna Sadam for the years 2023-2025 was AS PricewaterhouseCoopers • We organized a procurement of audit services for auditing 2026, 2027 and 2028 annual reports • KPMG Baltics OÜ won the procurement
Slide 57: Voting on agenda item 3: Appointment of the auditor
Voting on agenda item 3: Appointment of the auditor of AS Tallinna Sadam To appoint the company of auditors KPMG Baltics OÜ (registry code 10096082) to conduct the audit of AS Tallinna Sadam for the financial years 2026, 2027 and 2028 and to remunerate the company in accordance with the offer made i
Slide 58: Recalling and election of the member of the Supervisory Board
Recalling and election of the member of the Supervisory Board Kaur Kajak Recall due to taking up a new position that is not institutionally related to the Ministry of Finance. Merike Saks Extensive experience in senior management roles, plus a strong background in boards and strategic decision-makin
Slide 59: Voting on agenda item 4: Recall and election of Supervisory Board member
Voting on agenda item 4: Recall and election of the member of the Supervisory Board • Pursuant to the proposal made by the nomination committee of AS Tallinna Sadam: • 4.1. To recall Kaur Kajak from the Supervisory Board of AS Tallinna Sadam with the end of his term of office on 30 April 2026. • 4.2
Slide 60: The remuneration principles of the Supervisory Board and the Management Board
The remuneration principles of the Supervisory Board and the Management Board • Pursuant to the Securities Market Act (§ 135² (11) of the Securities Market Act), the general meeting votes on the remuneration principles at least once every four years and the corresponding resolution of the general me
Slide 61: The remuneration principles of the Supervisory Board
The remuneration principles of the Supervisory Board • The remuneration of the members of the Supervisory Board is decided by the general meeting upon the proposal of the nomination committee. • As a rule, the members of the Supervisory Board are paid equal remuneration; the Chairman of the Supervis
Slide 62: The remuneration principles of the Management Board
The remuneration principles of the Management Board • The remuneration and payment procedure of the members of the Management Board shall be determined by the Supervisory Board upon the proposal of the Remuneration Committee. • Responsibility, duties, competence, experience and education shall be ta
Slide 63: Voting on agenda item 5: The remuneration principles
Voting on agenda item 5: The remuneration principles of the Supervisory Board and the Management Board • 5.1. To approve the remuneration principles of the Supervisory Board and the Management Board of AS Tallinna Sadam as presented to the general meeting.
Slide 64: Ensuring Gender Balance in the Governing Bodies
Ensuring Gender Balance in the Governing Bodies • On 20.06.2025, amendments to the Securities Market Act (VPTS) entered into force and a gender balance requirement was established for the management bodies of listed companies. • Pursuant to § 1356 (1) of the Securities Market Act, the general meetin
Slide 65: Voting on agenda item 5: Ensuring Gender Balance in the Governing Bodies
Voting on agenda item 5: Ensuring Gender Balance in the Governing Bodies of AS Tallinna Sadam • 6.1. When electing members of the Supervisory Board of AS Tallinna Sadam, the objective provided for in § 1356 (1) clause 1 of the Securities Market Act shall be followed, according to which the proportio
Slide 66: Disclaimer
Disclaimer The presentation has been prepared for informational purposes only. By opening, In addition, even if the results and financial condition of the Port of Tallinn and the downloading, reading or otherwise making available any part or all of the presentation in development of the business sec
Slide 67: Thank you for attending!
Thank you for attending! www.ts.ee ts.ee/en/investor Investor relations: Angelika Annus angelika.annus@ts.ee