AS Tallinna Sadam (TAL:TSM1T)
1.308
0.00 (0.00%)
At close: May 19, 2026
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AGM 2026
Apr 28, 2026
Dear shareholders, welcome to the Port of Tallinn Annual General Meeting. I'm going to chair today's meeting. I'm the head of Marketing and Communications department. My name is Marilin Noor, and I'm very happy to welcome you here in our flagship building at the cruise terminal. If you don't know yet, then this building was built, 2021, and it is a very interesting building with several functions. Of course, we receive cruise passengers here. We serve cruise passengers, and the cruise industry is recovering nicely. This year, we are expecting 146 calls, and we have had first cruise ships visit already. This Friday, there are some more coming.
This is also a very nice space to hold different seminars and conferences, and I would like to encourage all of you or your friends or acquaintances to come and hold their events here. The Port of Tallinn has also contributed to the local community, so we have opened the seafront to the public. If you have not visited yet, then you can walk at the end of the pier along the roof. It is 850 meters long. It's a nice place for a walk. In May, the restaurant will also open, which is also on the promenade. Let us start with the meeting.
The Annual General Meeting is one of the most important obligations to fill for a company, and thank you very much for coming, and you are helping us to carry it out. I would like to introduce some of our people. The most important person for you is the Head of our Investor Relations, Angelika Annus, who sits over there. The Head of our Legal Department, Helen Mikk, will take the minutes of today's meeting as Valdo, Mr. Valdo Kalm and Mr. Andrus Ait, Chairman of the Management Board and the CFO are also present. We have Supervisory Board represented as well by the Chairman of the Supervisory Board, Priit Perens, a Member of the Supervisory Board, Meelike Paalberg.
We have also, voting event carried out by ARS Corporate Services OÜ, Hanela Bõg. We have the Perlesari Johansson keeping an eye on the proceedings. Before we are going to continue the meeting and the agenda items of voting, I would like to introduce the rule book. I'm going to take a closer look here. First of all, I would like to ask you to set your mobile phones on the silent mode, so we can hold our meeting in peace. When it comes to the draft decisions and materials, you were able to view them on our website at the Port of Tallinn or in our head office, with the address of Sadama 25. I hope you have familiarized yourself with the materials.
All the draft resolutions we're going to vote on are displayed on the screen. I'm going to read them aloud. The share capital Port of Tallinn is currently EUR 263 million, which is divided into shares with a nominal value of EUR 1, each of which will give you one vote. In accordance with the Commercial Code and the notice of calling the meeting, the fixed list of shareholders with the right to vote was established seven days before the meeting, on the 21st of April, of the end of the working day of Nasdaq settlement system. The shareholders physically participating in the meeting vote with the voting remotes issued as you entered, so I hope you all have these remotes.
The shareholders with the right to vote who voted before the meetings are deemed to be participating in the meeting. Their votes will be then included in the quorum of the meeting. Before the meeting, the shareholders who own 191,662,721 votes attached to the share, which is 72.8% of the votes. With the votes registered, which was 1,354,685. We have total of 193,017,406 votes. This is 73.39%. Now coming to the points of the agenda.
You have a possibility to ask questions after each presentation, and there is an opportunity to ask other questions after we've finished with the agenda at the end of the meeting. Please use a micro when you're asking the question, and please introduce yourselves. All the proposals, statements, dissenting opinions, objections, please submit them in writing and forward them to the minutes table, and we'll add them to the minutes later. The voting shall take place on each item of the agenda after the presentation is made and after the end of the questions and answers round. We will announce the results of the vote after the votes has been counted, after the vote has taken place. If you'd like to speak on a subject on the agenda, you must notify us in writing.
Please send me a written note regarding the relevant agenda item, which is going to be discussed, and you may speak no more than five minutes. In accordance to the code of business, the decisions on points 1 to 6 have been approved when more than half of the voting is in favor. After we have concluded with the agenda, you have a possibility to ask questions from the members of the management board and to the supervisory board. If we have any representatives of the press present, then please do not provide direct coverage to electronic publications, and please do not inform any of anybody of the decisions made until we have made stock exchange notification, which we plan to do at the end of the day.
Now, looking at the agenda today. First, we have the video greeting from the majority shareholder, Minister of Infrastructure, Mr. Kuldar Leis. We have the overview of the activities of the Supervisory Board by Mr. Priit Perens, Chairman of the Supervisory Board. We have Valdo Kalm, Chairman of the Management Board, annual review and future outlook and growth projects. We will, after these presentations, we will have the, introduce the draft resolutions, and we hold the vote. When it comes to voting, we have the approval of the annual report, division of dividends, election of the new member of the Supervisory Board, recalling of a previous member. We are also looking at the insurance of gender balance in the boards in addition to remuneration principles.
Let us continue with the agenda at hand. First of all, I would like to give the floor to the Minister of Infrastructure. Dear shareholders, management board, and supervisory board, as you are watching this video, then I'm in Indonesia with the maritime sector, participating in the Maritime Business Forum. For Estonia, such meetings are very important in order to open new markets to our businesses and create new opportunities. As a small maritime state, we must be present ourselves where the future cooperation is agreed upon and new trade routes are established. Of course, the last years have also shown once again that ports and sea routes are not just a matter of trade. They are also concerned directly security issues and also security of supply.
We can see this in Ukraine, where the maintenance of maritime connections is crucial in order to make sure that the economy would remain open also during the war. This is a re-reminder to us all. Strong connections to the world cannot be taken for granted. Therefore, the Port of Tallinn is much more for Estonia than just a successful company. It is the largest tourist and cargo gateway and one of the most important connections to the world. This is why it's important that the Port of Tallinn is well managed, it is developing and has a long-term view. Last year, once again showed that this is how you are conducting your business.
When it comes to the growth of passenger and cargo volumes, profitable work and continued investment show that the company is not only dealing with what is in front of them today, but also they're preparing for future steps. This is important for shareholders, also for the Estonian economy as a whole. Particularly important is the fact that the Port of Tallinn has managed, their 4 business areas, to maintain and to increase stable cash flow in difficult times. This shows durability and good management. Port of Tallinn is a successful listed company, earning profit, is adhering to dividend policy, and is fulfilling owners' expectations. This provides assurance that the company has met all the prerequisites for growth and increasing owners' income also in the future. A good example for a forward-looking mindset is the new multifunctional quay at Paldiski South Harbour.
This will create new opportunities to increase trade flow, flows to serve marine wind farms and strengthens Estonia's defense capability. We can also see that the port is no longer the place you just go through. As we can see from the old harbor, a good port brings the sea and the city together, creates a better space, and grows entrepreneurship. This is also the strength of Port of Tallinn. We are not stuck in yesterday's solutions. We are maintaining several business directions, increasing resilience, and we are trying to find new opportunities at a time when the open trade and good connections are not something we can take for granted. This is the way of thinking we need more.
We need willingness to invest, courage to grow, and the ability to look beyond the next quarter also into the next decade. I would like to thank the Management Board, Supervisory Board, and all the employees for the work they have done. I wish you best of luck for the next step in the future. Thank you very much to the Minister of Infrastructure. Now I'm very happy to welcome here Chairman of the Supervisory Board, Priit Perens, who has an opportunity now to stand before you and give us an overview of the work of the Supervisory Board. Welcome everybody. After this introduction, it's very hard to add anything because this was a very brief and concise information. I'd like to give you information of what the Supervisory Board is doing.
You have already all the materials available to you. I'm not going to go in detail through this entire presentation, but of course you can ask me questions later. Now first of all, this is the new supervisory board, or rather new members. Last year, the same time, you made a decision to vote for new members of the supervisory board. That's myself, Meelike Paalberg, Anneli Heinsoo, Teele Lepp. We all started as of first of July. This means that half the supervisory board had already experience and half the supervisory board, we can say were still going through the learning process regarding how the port is functioning. Now we have had eight meetings of supervisory board, six meetings of the audit committee, and six and three meetings of the remuneration committee.
What is more important, as we also reviewed in September, the group strategy. We did not really update it, but we reviewed it and decided to fine-tune few aspects. We had some questions because, of course, the new members did not participate in the development of the current strategy. We were trying to review it and establish the facts. We assessed the objectives set to the management board. We also set the goals for the next year. Based on the regulations, we had to approve all the commercial decisions made. This is a regular part of the supervisory board. Investments decisions were made and internal audit also reports to the supervisory board. We approved all the work plan. We received the report, gave an our opinion.
What is very important for all the investors is the investor relations action plan. We reviewed that as well. We'll be working on this also next year. Now an important part of the our annual routine is the self-assessment of our routine work. It's kind of sounds like I'm going to look at myself in the mirror and believe that I've done everything very well. In principle, what it means, it's not something new today, but most of the institutions and people will have to self-assess their activities and then inform others as well. Whether the outside partners see themselves the same way.
In principle, the supervisory board, as you can see, was quite happy with themselves, which might not sound too nice, but in principle of what it means, the work we have done has been as pro-professional as we have been capable of doing. We can assure you that the board meetings I have attended, we have seen that the members of the supervisory board have been prepared. We've had quite long meetings with a lot of substantive questions. We have held many discussions, and I can also say that with the management board, we have had very good cooperation. We always get answers. There is a mutual confidence and responsibility is in place. I can also say that it is an open culture of discussion.
It's not something is being left aside, unsaid, and the questions are then asked why we have decided to do certain things in certain ways. Of course, nobody's perfect. We have had a lot of new members last year. Perhaps we are too focused on short-term goals, and we should really have more of a view of long-term strategic goals and look at more the activities with a future view which will give long-term value to the company. This is what we have ended up with our own discussions. Now, very briefly, looking at our own understanding what our main focus areas are.
As the minister already said very well, the main strategy, I wouldn't want to say a cornerstone, but maybe one of the pillars is that we want to be innovative port in the Baltic Sea. We want to make sure that innovation is considered to be important in everything we do. Regardless of different winds we can see blowing in the world, we want to continue with our environmentally friendly development approach. Of course, we have the owners' expectations. We have the dividend expectations which need to be met. We are working in spite of the difficult international situation. Our aim is to restore business volumes because we know that the geopolitical situation has left its mark on the business volume.
When it comes to our leadership culture, as much as possible in each our decisions and actions, we want to be based on the values of the port. Very briefly, looking at the main risks. In principle, geopolitical risks are increasing and we are facing surprises, maybe not daily, but every month. Who could have guessed only a few months ago that the Strait of Hormuz will be shut down or Iran will be bombed? Any kind of changes in regulations can be a very complicated problem for businesses which are under strong regulations. This is not only particular for us, but environmental regulations have a very serious impact on us.
As I said before, it is also our opportunity because if you are a few steps ahead of our friendly competitors, then this can be a sales argument to the customers who are still following this green world view. Based on the above, we are also facing the volatility on volume of goods, geopolitical situation is important. This has its own impact. The cyclical nature of the real estate market, of course, because one of the 4 business lines is real estate, naturally it has its own impact. Looking at our icebreaker also needs something to do during the summer. Whether we are able to find it every summer, it can be difficult, we know that the management is working on it on a daily basis.
As I said, in our decisions, we are following the values of the Port of Tallinn. Decisions are made value-based. This also means that we are happy to have motivated staff who identify themselves as the team of Port of Tallinn. They carry the values of Port of Tallinn in their daily activities. We can say that we have changed a little bit our performance plan, and we are looking at the long-term strategic direction. Not really reviewed, but maybe fine-tune them. We want to make sure that the total return on the share is included in the company's performance targets. We have been a very reputable employer, we are hoping to maintain our strong position. Why the supervisory board thinks that we are attractive to the investors?
We are very stable infrastructure business. We have the positions we are holding and location is important. We have a well-balanced business model, which consists of 4 whales, which I'm sure you are aware of as investors. This gives us a balanced approach when it comes to risks. If one of these whales is running out of breath, the other whales will help us out. We have a reasonably strong cash flow. We pay about 70% of our cash flow or earned revenue as dividends. Thank you very much. This was a brief overview by the Supervisory Board. Any questions to the Chairman or the members of the Supervisory Board? If there are no questions, I would like to thank Priit. I would like to welcome here Valdo.
Valdo as the Chairman of the Management Board. I would like to welcome here Valdo Kalm, Chairman of the Management Board. Dear shareholders, good afternoon, everyone. I will continue quite quickly. There are quite many things you are already aware of. It is always a good idea to show you our balanced business model and to remind you that we own as a landlord, four ports, two cargo ports, two passenger ports. These are our two main business areas. We also have a cruise shipping line and under others, we are looking at Icebreaker Botnica and our affiliated company, Green Marine.
We have always done an overview by segment of what has happened the year before, but I will talk to you about growth opportunities as well, which is also important that we will find out what is going to happen in the future. It is not easy forecast today because geopolitics is a very difficult field, we also have many opportunities which we are trying to use. Last year was a good year for cargo business because we are able to grow 5%. Here we have also listed the types of cargo. Both ports in Muuga and Paldiski, we saw the growth of cargo volumes. A very important site was completed. A large investment was completed. Paldiski new quay is 300 meters long, 10 hectares of a new land.
We have a very high load-bearing result. This quay is already put into work. This is a multifunctional quay for many operations. It is first of all providing services for wind farms, both on land and offshore. We are right now serving Latvian wind farms. We have a vessel here with many big elements, details there. Our hinterland is also covered with many elements which will be transported. The quay is officially opened mid-May. We are also providing services to defense forces here. We have always served NATO, but we have a special load-bearing capacities, a very powerful ramp as well. From military fund, we received EUR 20 million. Total investment was EUR 70 million. Very happy to say that this quay is now operational.
We need to make sure it is well put into use because the capabilities here are very good. I am very happy to note that our existing terminals are also developing. Right now, we are looking at the Muuga terminals. This is PK Terminal. This is a very good terminal for bulk cargo. It is in Estonian ownership, and they are investing currently in additional warehousing. They handle different types of bulk goods, and this growth project is more aimed for fertilizers. Panamir plans to build a liquid chocolate factory at Muuga, and the plan is this year to invest EUR 10 million. Once again, this is development of an existing terminal area. MGT area is a former coal area. MGT, rather, is our Grain Terminal.
This has now covered about 70% of Estonian cereal export, which now goes through the Port of Muuga. Every year we have been talking about Rail Baltic, but we can see that things are happening now. We sold 8 plots of land to Rail Baltica, rather the Minister of Climate, they sold it to the Rail Baltica. These were not necessary for us or for our clients, but they were vital for Rail Baltic. I'm also very pleased to note that the design phase is now ongoing. There are no major problems in the Muuga area. We have come into agreements with our customers, if everything goes smoothly, we will start the construction of that terminal next year. We fully support Rail Baltic project, we think that we all understand this is not a commercial project.
This is a very large security project. We believe that 2030 we'll have one pair of rails in place, and the works will begin. Our expectations are great because it will give us opportunity to serve export from Finland and Sweden. We can move many goods from cars or trucks to trains and also service not only Central Europe, but also Mediterranean, and also survive, we can also serve Ukraine. The Rail Baltic has been designed to also reach the Black Sea and Odessa. This gives us great trade flows from 4 billion tons roughly when it's all taking place. In this sense, both the real estate business and our core business are supported by industrial parks.
Paldiski South Harbor for about 40 hectares of land, and we have a bigger industrial park area in Muuga, and here we still have free land. We are planning to continue our sales activities in order to find producers there. Of course, producers, of course, who will transport their raw material or goods with ships, because there's not really any point for us to have just a warehousing there. In Paldiski, we have the same kind of negotiations going on. We do not have much free land there because the wind farm producers are very much interested in Paldiski Industrial Park. Now to show you one specific thing, because the previous coal terminal areas we recovered from the bankruptcy proceedings, we don't need investments.
We have a contact to the quay, and the land is where you can see it is indicated there, about 20 hectares. We are planning to announce international bidding competition to attract large scale manufacturers. We are focused on 4 industrial areas. 1 is a defense industry because we can produce anything except for ammunition. We have other business associations. We have separate directions with our connections to Scandinavian. We also negotiating with Germany, so we want to have an international competition because it'll be great for us because we don't need any additional investments because the land is ready, the quays are ready. The quays are also used for other types of transportations. Now this year, when it comes to the cargo projects, we are focusing on the contract for the new corridor.
This is more passengers, or not cargo. We have agreements with Port of Helsinki and Ports of Stockholm. In May, we are planning to have our delegation headed by Minister Leis. We're going to Hamburg and Lübeck. We are signing with them also the freight corridor contract to motivate trade contracts. As the majority shareholder already mentioned, this is very important for Estonia that we can also help Estonian exporters. Now if we count all the ro-ro and container lines, we have about 20 of them in our ports, which is quite many. We need to develop this area further because the quays are ready, investments have been made, that means the volume can be now increased. We are hoping that the German corridor will help us.
A new route is also welcome because the quay is in place. If we can attract a new shipping line to welcome here, as we managed to do it last year, then it'll be great for us. I'm not going to get into the topics on renewable energy terminals today, but these projects are also ongoing. One specific terminal is the BioLNG terminal at Muuga. The construction will start this year. We have a building permit in place. The next one is in Paldiski. This is for green ammonia and green ethanol production, which is a very large-scale project. They have reserved the land, but they have not started the construction yet. We are hoping this project will take place.
For the future, ports are centers for renewable energy, where we're producing and storing renewable energy, and we also can bunker the vessels. When it comes to the passenger ports, last year, we considered the results were good because we could see growth. This came from Tallinn-Helsinki route and from cruise passengers because we had very big ships coming in. There were more ships as well than the year before. We could see a reduction on the Stockholm line. We are working on this. I will show you a slide where through the corridors agreement, we'd want to improve this, but this does not depend on the port, but also on the operators. We had a very successful cruise season, especially during the winter. November and December, we had 7 more ships than the year before.
Very briefly, I will also show you how we are continuing with the Finnish stone and green corridor. This is where we have defined 6 sub-projects. One of them is a fully electric vessel. It's no secret. This is a Viking Line project between Tallinn and Helsinki. The port plays a very important role here. This is very good news for us when we have a new vessel, that means that we need to have very large installed electricity capacity. We are working on it. Also, Finland works on us. We are activating the market. It improves competition, once these projects will be on the way. In November, we also signed an agreement with the Port of Stockholm. This is a corridor project as well. This is focusing more on passengers.
How we can attract more Swedes here, and Estonians would go to Stockholm more. It also includes Paldiski-Kapellskär Freight Corridor. Kapellskär is owned by Ports of Stockholm. They also have the cargo wing. We also defined additional projects opportunities there. Our technical staff went to Stockholm last week, we agreed how the project should be managed. We have very similar topics there. We talk about shore power. We were able to include also EU funds. This is accessible if you have a suitable concept. The last major project is the new A terminal, which is a plan for this year. We have the technical drawings in place. The good news is that the planning permission is in place.
We also make sure that this is confirmed, and we want to start the construction next year. This is one of the last major investments in the old harbor area. We have secured our core business here for the servicing of our customers. We are offering services to a Viking Line and Eckerö Line here. On the other side, the D terminal and Tallink side, the investment's already been made. Real estate, we have some good news. We have been preparing this for 6 or 7 years now. We have 5 planning areas, 6 rather, and 2 of them have been adapted by the city council just recently. One is the A terminal, and the other one is the D terminal area.
The approval of the A terminal means that we can invest in our own infrastructure. In D terminal area, we have separated 1 test area where we are making plans. In September, we will announce a competition which is based on our development principles. They are quite similar to the plans we have with the city. It's urban space, and this is also something which brings the city closer to the harbor. This is also for the port's customers, about 10 million of us every year. The idea is to use renewable energy in these buildings here, because as we heat and cool this building here using seawater. This is very contemporary and efficient. This means that these principles include mobility, access by public transport. The tramline is already here.
We are planning other, better connections here as well. The role of the port here is to be quite a diverse partner. We will be discussing this with the supervisory board during the summer as well. We want to be the ones who will be establishing the right to build. We want to be in partnership with the real estate developers. We want to develop us as well, and we'll be establishing the right of superficies here. The area is quite large. It's 15 hectares and over 300,000 square meters. This is not something which we want to place on the market right away. We'll be doing this step by step. That means that we have done a lot of preliminary work with this harbor area, so we would have friendly neighbors.
We want to build a modern city here, as Von Kleist said, when establishing Nõmme District in Tallinn. This is a city within the city. It is a smart city with technological solutions. We want to show we'll have a community here in place. This community is not small, from Narva Maantee, behind the Linnahall. We are working with the community. And now we have the first area coming out. This is next to Reidi Road between the D terminal and Reidi Tee. There is a real estate plot where three buildings can be built. The plan is that everything goes smoothly because we have to have the planning permission in place. We'll want to announce this competition and invite investors to participate. We are doing the preliminary work right now.
Right now, we are planning to invite investors from Estonia and Scandinavia. If the cash flow works out well, we might also be developing this area ourselves because the return is higher for us, and I think we can build. We built this building here ourselves as well. We had our own project management. Of course, we need to be familiar with the markets, but this is a very competitive field. I think we can do this. This is a growth area for next 10 to 15 years. Next, we want to develop this area, which is next to this Linnahall, the city hall, and the cruise area, the cruise terminal area. We have the third area, which is along Reidi Road to Rusalka Monument. Shipping. Shipping was very good for ferries.
This was a record area for both passengers and vehicles. What is most important, we won the competition for the next period. From October this year, we'll be operating for the next period from October this year until year 2033. I believe this gives to you, our shareholders, and as for us as a management of the supervisory board, a stability. This is a very stable business. Year-on-year, it has been more and more profitable because we've been able to cut costs. The first quarter this year has been quite difficult because the ice conditions increased our fuel costs, but the vessels themselves have been consuming less fuel for their travel. We have Blue Flame, which is a technological tool. We have competition between the captains as well.
We have the methods to make the shipping more effective. We were one of the first ship owners to use digital logbooks. We are constantly measuring the satisfaction of both customers and employees, and we're also keeping an eye on the foreign markets where we can operate using the same model, but to operate outside Estonia. Continue with Botnica icebreaker. This is a very valuable vessel for us. It is in a good shape. We did not operate much during the summer. We only started operating in the autumn, but we had a very successful rescue operation off the coast of Canada. We rescued a vessel, transported it across. It was a very good job for us.
Yesterday, we issued a stock announcement where the first summer operation has already been agreed. This time it is in the North Sea, closer to us. We have negotiations underway for another operation. The first one has been signed with a Swedish company. These are diving operations, and there are no additional costs, as no need for any additional cost. Botnica is very suitable because Botnica has all the tools in order to carry it out successfully. For a couple of years, we have been also talking about the opportunities to invest into a new vessel. This topic is not off the table and we can see that the situation with the renewable energy is unstable, that has made us think twice. We can see also 3 years competition here, whether this investment actually pays off.
We'll be doing our calculations during the summer regarding the business plan. No decision has been made yet. We can see where we'll be in the autumn. This market is quite extensive. This vessel is supposed to be even more multifunctional than Botnica, also can carry out electrical cable repairs. As you can see, things happen in the Baltic Sea. Fiber optic cabling or repair works can be also offered. That means it would open new markets for us. Another, can we build a vessel with such functions and what we can see based on the market situation. This is a growth project. It is still under discussion, and we are analyzing it. Few more achievements from the previous year. We have our affiliate company.
They started a construction waste sorting plant, buildings in Maardu. It is a full factory is now in operation. All the larger construction companies and real estate developers, our clients, they deliver truckloads of construction waste. It goes into a big barrel, and they produce 8 different particle size fractions, which can be sold, we monetize on it. This is a circular economy, Green Marine also was awarded the title of the Promoter of Circular Economy of the Year. This plant is operational. On Friday, we had Green Marine's management board meeting. They turnover compared to the Port of Tallinn turnover is 30%. That means that they including external turnover to our business. They are very good as a subsidiary.
We were also able to change our network charges because we offer network services to our partners. With the competition authorities, negotiations are not easy. We were successful. We managed to save half a million EUR. We were able to prove that we have costs. This calculation is cost-based. We can consider this to be a successful project. Once again, as we are innovative company, we have the first Estonian electronic or digital building permit for our transformations substation. It's quite a big building. This will be built here near the cruise terminal. The aim is to offer electricity to the cruise ships. We can also supply electricity to the future Finnish and Estonian electric vessel. The capacity is very high.
This is 60 megawatts, and we have a connection to Elering, so the capacity exists. There is no such capacity in Port of Helsinki or Port of Stockholm. We have the capacity available, and we sell this electricity. As of 2030, all the cruise ships will have to switch to shore electricity. We are in a design phase right now, and the construction will start towards the end of the year. When it comes to the shore power, we also managed to get some co-financing. This helps us a lot because this is investment of EUR 40 million and 30% of it comes from the EU funding. Another long-term view, we are looking at education and cooperation of universities. This is something which has been very important for us.
This is an obligation for all the businesses. In cooperation with Maritime Academy, we have ideas accelerator, which is called Time Marine Hack, which is the ship for conversion. Estonian Academy of Arts looked at how to disperse the passengers when they arrive here at the port, especially when it comes to the cruise passengers. Tallinn University, we were looking at mobility solutions. We are also discussing other opportunities as well. We have a keyword, which we have not looked at in detail yet, which is the remote port management. Virtual port management outside Estonia service-based. There are no big investments. You do not invest in quays, but you invest in service and you offer digital services outside Estonia.
Here, we are also hoping to cooperate with universities, but this is something which means we have to work on the product development a little bit more. If we manage to be successful, then this is going to be a very profitable business for the future. Thank you very much for your attention, and I am happy to answer your questions. Are there any questions? I am going to give you a microphone. Please also introduce yourself. My name is Villu Paevert, a shareholder. I hope you can hear me. Yes. Estonians like to compare ourselves to our neighbors. I would like to know how the neighbors are doing in Latvia and Lithuania, what we can learn from them. Are there any good or bad examples? How can we position ourselves? Thank you very much. This is a very good question.
Every quarter, we have a competitive analysis both for cargo and passenger business. I think there are no Swedes present here, but we can say we are now better than the Ports of Stockholm. Port of Helsinki, when it comes to the number of passenger, was number 1. 2nd, Ports of Stockholm. We were 3rd, but now we are on the 2nd place after Port of Helsinki in the Baltic Sea. Where we are measuring ourselves against the others, we can see these numbers in pretty detailed levels. We're in the 2nd position now. When it comes to the cargo business, it's more complicated because we're competing against 30 ports, and our biggest competitors are actually Latvian ports, also Lithuania, also Finland a little bit. Here we can see we are quite stable, and we are on the 6th or 7th place among these 30 ports.
We can see that there have been not much of a change in a year, if you want to see the dynamics here. We're keeping track of it, and we're also keeping an track of goods by category, looking at the types of cargo, so we have good quarterly overview. I hope I answered your question. We'd like to know what are these directions, what are positive or negative things for them, what we can learn from if there is something very briefly to look at. When it comes to the cargo business, Port of Klaipėda has been very well developing the industrial part, looking at the industrial port and the hinterland or the estate.
We are also talking about retrofit here, but it is not very easy to have a large-scale producer in your port estate. Shipbuilding is developing there very well. Second, Port of Klaipėda had a very good result, was growth in container business. This depends on many things because we are competing over ship lines, ship lines competing with each other, this is good to note. Now, when we compare to Finland, they do not even have a port as big as Muuga. That means our position is pretty good because we have quays with a very good berth. We are very competitive here, we want to how we can improve cargo traffic between Muuga and Vuosaari, we have been able to manage to grow it last year.
We have a lot of things to learn here. We can also learn from the others, that's why we're going to Hamburg and Lübeck now. We have very good relations with the largest European ports, Amsterdam and Rotterdam. We have very good relationships where you can, we can learn how they have been operating the industrial parks because the port estates have had chemical industries, very powerful industrial complexes. It has not been possible for us to attract such large-scale industries, but we can learn a lot. I have a question based on the slide there. When it comes to the port, it says that new cultural site by the sea. Have you thought about what it's going to be? Are there any interested parties, or is the government thinking about it?
What has the Port of Tallinn been thinking about? We have been thinking about it. The City of Tallinn has also been thinking about it. Here we are in lockstep with the city. We would really like the city hall, Linnahall, to be renovated. Now, if you're looking at this basin or this pool here, to have a seaside plot there, we have been offering this to the Estonia Theatre, but there's been not much of an interest. We would like to have a cultural site which would bring here wealthier Swedes and Finns. This would support our business, passenger business, and it will be landmark for Tallinn and Estonia. I also understand that the state and the concert hall, Estonia Theatre, does not have the funds available for it.
It could be an opera building, which could be in our state, maybe not for free, but maybe under more favorable conditions. Any other questions? Thank you very much. That was a very inspiring presentation. There are many ideas here, but I had a question regarding the electric vessel. Of course, the topic of electricity is important. Another important point was that you are building already the substation with 60 megawatt capacity, but Finland and Sweden do not have this capacity guaranteed. Aren't we rushing ahead because we're building the substation, it's a huge expense, and in the future, I understand the Port of Tallinn can become electricity producer and earn revenue? When will the electric vessel will come here? It's not going to travel to Finland back with one battery. It has to be charged there as well.
Maybe you can clarify. Maybe the question is elsewhere. Can you maybe sell electricity from there? Otherwise it seems to be a little bit weird investment. Thank you very much. It's a good question. Yes, indeed. We have a business plan there in place as well. Maybe I didn't really emphasize yet that by 2030 all the cruise ships have to use electric power. If they don't switch to shore power, they have to pay fines. It's an obligation. That's for one, this is where we made the calculations. This is not offered for all the quays. It'll be too expensive. We are taking it step by step. We're offering it to cruise ships first, then for the electric vessels.
On the Finnish side, the Port of Helsinki have said that they ensure their own capacity by year 2030. This vessel will not be ready by before, its aim for year 2030. Having our own substation here, the construction basically will take time, plus Elering TSO network connection also takes time. This has been all planned for year 2030. Hopefully we will going to see the operations then. Our colleagues were just in Stockholm. 1 key already has shore power available for cruise ships, and 50% of the cruise ships are already using it and are paying for it. The business plan is in place, and we also received EU funding for it. We can see it is profitable. It will take longer, but it's a profitable project.
Anton Bõrikov, I have a question regarding the real estate development. Do you have also forecast about the profit or cash flows? How much do you can see that, what is the income from these projects in long term? Yes, indeed. We have been trying to give some indications here because when we're looking at the total volume, we are moving on step by step. It depends if we're going to use the land use rights for construction, so the right of superficies. This is one of the possible options, or are we going to be developers ourselves, and we are going to sell the buildings ourselves. It depends what kind of route to profitability we're going to choose.
In order to understand this market a little bit better, then we are trying things out first, and we're not really discussing very big amounts. We are looking to see what is the impact on our profit, few EUR 100,000. Because if we're going to develop it ourselves and increase our volumes, that means that the amounts will be in millions of EUR. It really depends on the choice we'll be making when it comes to the real estate business. Artjom Serafonov. I'm a small shareholder. I have a question regarding the industrial park and development of Muuga Terminaal. I have a summer house there, which is about 500 meters from the Muuga Grain Terminaal. I want to know the noise level increase and what's going to happen to the air quality in that area.
I don't think there's not going to be any bad news there. First of all, today we have sensors for smells or odors around Muuga port, so we know if there are any disturbances, and our port operators respond immediately. I think it happens very rarely because we have a lot less liquid cargo than we had four or five years ago. We are measuring everything around the port of Muuga. When it comes to noise, where there's summer houses are in the west area, there will be no new terminals built because all the land's already covered. We are developing in the east, from between Maardu and Jõelähtme. The west side, we have one small area, a plot of land, with the planning permission still pending.
This perhaps only has bulk cargo. There's no space for new terminal there. On that, on that side is everything is good because all the land is already in use. Aleksander Pajuri, small shareholder. Looks like you have great prospects, but somehow the stock exchange does not want to support you because we have seen some times when the price on the stock exchange were more than EUR 2 and why we are on the price level of EUR 1.30 and less? Indeed, we are working on this, and the management board is discussing this topic as well because we want to improve our price level. We have an internal motivation here. We are moving towards it.
Last year was quite successful, we could see an increase of more than 30%. I think the first reason here is linked to geopolitics. This has started with the war in Ukraine. Of course, it had an impact on us with the loss of cargo volume, which we are now restoring, because we have no transit business towards the east anymore. That's one. I would say that yes, indeed, this is a geopolitical risk, which are assessed by the investors. We believe that if we find a solution, then after the war, then when the war ends, this picture will change. Second point, our development or growth projects, these need to be more visible.
The key in Paldiski is significant because the investments have been made and we have new turnover. It's real estate. Whether we are going to have one big anchor operator, a new ferry line. These growth projects need to be visible enough and show better turnover. I believe in a year or two, I think we can achieve better investor confidence. Geopolitical situation plays the biggest role. Looks like there are no further questions. Now we will move on with the other agenda items, including voting. First of all, I would like to welcome member of the management board and CFO, who will introduce our financial results and the dividend proposals. My name is Andrus Ait.
I'm very happy to see you all here and welcome you here in our general meeting. I'll give you an overview of the financial results in 2025 and then the dividend proposal and the choice of the auditor. These are all the agenda items today. We will vote after each point. When it comes to the financial results, I would like to give you an overview of the volumes, which are the basis of our outcome. Passenger volumes, we were able to increase the number of passengers by 1%. The biggest support for the increase came from our main route, which is Tallinn-Helsinki. We could see an increase due to the increased number of cruise passengers. We had more cruise ships and this supported the total number of passengers.
We could see a drop in the Stockholm route because during the 2024 summer period, we ran the shuttle of 2 vessels, a departure every day. Between 2024, 2025, we did not have that anymore, so this impacted the number of passengers on the route by minus 12%. I would like to also refer to the ship calls when it comes to the passengers because our main revenue comes from ship fees, both for cargoes and passengers. We were able to increase the ship calls to an extent. We had regular lines where the ship calls were stable, so the growth came from cruise ships, and we had 18 more of them.
When it comes to the cargo volumes, it will increase to just over 5% last year. We could see, mostly, the increase came from liquid cargo. This was a project-based cargo. In addition to that, we could see the increase of bulk cargo. The biggest impact was in the crushed stones. Containers was stable, when it came to RoRo, we could see a 2% drop. In total, we had 5% growth. We could see a slight drop when it came to ship calls in the cargo vessels, we saw bigger tankers and container vessels. Charge is calculated based on the size of the vessel. The charges were increased both on passengers and cargo. Shipping.
Looking at the passenger ferries, you saw the volumes on the previous slides. The number of passengers went up by about 1%. We served 3.5% more vehicles, so the demand is growing. The number of passengers decreased very slightly, but this was more related to the state order of additional trips for the summer. This change was indeed less than 1% here. When it comes to Botnica icebreaker, here we are calculating the number of charter days and the usage rate. Last year, during the summer, was quite challenging because we did not have work, and therefore we had a smaller usage rate. Yesterday, we informed the stock exchange that we have found the first operation for the vessel for the summer.
We are working on extending this period and finding additional operations. We are looking at the financial results. In 2025, our sales revenue went down by 0.8%. That's about EUR 90,000 in financial terms. Here, the main influence is related to the chartering of Botnica. This is where the decrease came from. What is good here that other revenue lines contributed more. We saw the increase of ship fees, passenger fees, cargo fees, and rental income. At one hand, we can see indexation, review of fees, and the change of volumes. Adjusted EBITDA, we could see an increase of 6.4%.
What that was, to the level of EUR 56.5 billion, Adjusted EBITDA, we could see a growth of 6.4% to the level of EUR 56.5 million, which is an increase of EUR 3.4 million. Although we could see lesser revenue due to Botnica, we were also able to reduce costs at the same time. 2024, we had an incident on the vessel which required extraordinary repair costs. In 2025, that was no longer a case, and other Botnica-related costs were reduced. Costs went down about the same amount as the revenues went down. This means that the EBITDA was stable. In addition to that, some of the costs were reduced in our main operations. In 2025, we had also one-off revenue for EBITDA.
One of them was a land sale we talked about in Muuga Port for the Rail Baltic cargo development. We were able to also recover some written-down receivables, and as it was mentioned, Botnica repairs. In 2024, we received the insurance compensation, so this was one of impact which contributed to the increase of EBITDA. Adjusted EBITDA margin reached the level of 48%. The year before, it was 44%. Before the coronavirus pandemic, when the number of passengers decreased and the beginning of the war in Ukraine, it was around 50%. We have said that this is the level we would like to reach again. We can say that we have made a pretty big step towards it.
We are not quite at 50% yet, we could see there's quite a bit of an increase. Business profit is EUR 32.7 million. This is the growth is the same as EBITDA. We paid EUR 5.4 million in income tax, which is over EUR 2 million more than the year before. This is related to the income tax on dividends. We paid dividends in the same amount as the year before, the reason here is related to the tax changes, because there is no more a preferential tax rate for regularly paid dividends. We could see the impact here. Net profit for the period is EUR 22.5 million. Financial costs went down, mostly due to the decrease in EURIBOR.
We have not taken out additional loan. The volume of loan liabilities also decreased. Last year, we invested EUR 33.2 million. Year before, it was almost EUR 39 million. In 2024 was the period when the construction of the Paldiski multifunctional quay was the biggest work at the time. Therefore, that amount was much higher in 2024. In 2025, we can say that EUR 25 million was put into the construction of the Paldiski quay, and the works were completed at the end of the year, and we received the operation license in February this year. We invested into the older A terminal. We improved the ramps when servicing our main ships in Muuga. We improved also the service to the container ships.
On the shipping side, we can say that on 2 vessels, we had the dock works we needed to do every 2.5 years, and the main engine was changed for one of the ferries. This is not extraordinary. After a certain number of hours in operations, this is the work which need to be done, and these were the big investments into shipping. Looking at the sales revenue and profit. As I said, the EBITDA margin was around 50%, then it dropped to about 42%. Looking at the results of the year 2023, we already said that this is likely to be a year where we see the bottom, and we're going to climb up from there. We can see the timeline that we are now have been improving over last 2 years.
48% as a long-term average is a level which is close enough to our 50% target. Looking at the different segments. Passenger ports, we increased our sales revenue in 3 out of 4 segments. Under others, it fell, which includes Botnica. In passenger harbors, it came from ship fees, rental fees, passenger fees. The growth is also visible on EBITDA. Certain types of costs went up because growth on EBITDA level remains slightly lower than on sales revenue, but we still achieve growth. In cargo ports, we can see growth. Ship fees, which had the most impact. Cargo fees and increase of rental income. Here we can see the impact of one-off activities. Land sale in Muuga, about EUR 900,000 was the impact on EBITDA.
At the same time, we could see also the recovery of bad debts. For passenger ferries, based on indexation, the sales revenue increased. Our fee we receive from the state is indexed with the consumer price index, labor price index, and fuel price index. Here we have different components, which have a different impact, but last year, the fuel price index was negative. All the others were positive, so we had a slight positive impact from here. There are certain types of expenses which went up for passenger ferries, so therefore, we could see a drop in EBITDA. On the others and Botnica, the sales revenue went down due to the shortening of the charter period, and there's been no change on EBITDA level. Cost base was also reduced.
To sum this up, I can say that auditing company, PricewaterhouseCoopers, they issued a report of the certified auditor without any comments. When it comes to the questions regarding the annual report or financial results, I will be happy to answer you. Any questions for Andrus? The annual report is also available on our website under the Investor section. Now is the time for us to start voting regarding the first agenda item. Please use your remotes. Make sure it is turned on. You can see numbers 1, 2, and 3. For each round of voting, you have to vote. When in favor, choose number 1. You can see it's green. If you're against, choose number 2. If you are abstaining, then number 3. It's enough to press this button.
After you press the button, it says, "Sending," and your vote has arrived when it says, "Received." This is the time you have to change your decision or vote again until the voting is ongoing. Now, please vote the proposal to approve of the 2025 annual report as it's been submitted to the shareholders' meeting. The voting is now over. Total, we had registered votes, 193 million 17,406. In favor, 192 million 987,154. That is 99.98%. Against, 16,236 votes. That's 0.01. Abstaining, 14,016 votes, which is also 0.01%.
Since more than the half of the votes represented by shares at the meeting must be cast in favor in order for the decision to be adopted, then the decision has been adopted. Thank you very much. Let us continue the second point. We are talking about profit allocation. The dividend policy of Port of Tallinn says that as of 2021, at least 70% of the previous year's profit will be paid out as dividends. As this graph shows you that the Port of Tallinn has fulfilled its promise and also exceeded it in previous years.
Taking into account the company's financial situation, the investments, and future prospects, we have proposed to pay dividends of EUR 0.073 per share, which is a total of EUR 19,199,000, which is the same amount as in 3 previous years, which is 85% of the profit of year 2025. The list of shareholders entitled to dividends will be fixed as at the end of the settlement day on May 13. This means that the last day to change dividend rights is May 12, 2026, which in turn means that the person acquiring share from that date onward is not entitled to the dividends paid based on year 2025. The payment of dividends takes place on May 20 this year.
Now we are continuing with the agenda point number 2, which is profit allocation. Please approve to approve the net profit of the financial year of 2025 in the amount of EUR 22 million 462,907 and the retained earnings, including 2024 profit of EUR 49 million 551,050. Distribute to statutory capital reserve, EUR 725,418 to pay dividends to the shareholders EUR 0.073 per share in the total amount of EUR 19 million 199,000. Please vote. Voting has ended. For this agenda item, 193,008,251 votes were in favor, which is 99.99%. Against, 1,040 votes, which is 0.001%.
Abstention, 7,815 votes. This is a very small amount, less than 0.001%. Again, more than half the votes represented by shares at the meeting must be cast in favor for adopting this decision. We can consider this agenda item 2 has been now adopted. Let us move on to the third item of the agenda, which is the election of the auditor. Now appointment of the auditor. The auditor of the Port of Tallinn over 3 years of 2023 to 2025 has been PricewaterhouseCoopers. This contract period ended with the last year's audit. Beginning of the year, we organized a new procurement, where 2 major auditing companies, KPMG Baltics OÜ and PricewaterhouseCoopers, participated.
The procurement was arranged for the audit of the following 3 financial reports, and the winner of the procurement was KPMG Baltics OÜ. For background information, the Port of Tallinn has had a previous cooperation experience with KPMG Baltics OÜ, and that was many years prior to 2022, we had KPMG Baltics OÜ as the auditor. We also had very good cooperation with the current auditor, based on their procurement, KPMG Baltics was the winner. Are there any questions for this point on the agenda? Looks like no further questions.
Please vote to appoint the company of auditors, KPMG Baltics OÜ, to conduct the audit of Port of Tallinn for the financial years of 2026, 2027, and 2028, and to remunerate the company in accordance with the offer made in the public procurement number 298970. Thank you very much. This voting has been ended. In favor, 192 million 9,076 7,847 votes, which is 99.98%. Against, 16,236 votes, which is 0.01%. Abstentions, 23,323 votes, which is 0.01%.
Again, for this agenda item, if more than half the votes represented by the participants in the meeting are for the adoption of this decision, then the agenda item 3 has been adopted. Thank you very much. Now moving on to the next item on the agenda, which is number 4, the removal and election of the member of the Supervisory Board. I would like to welcome here again Priit Perens, the Chairman of the Supervisory Board. As Supervisory Board member Kaur Kajak is moving on to another job, and he is no longer going to work for the Ministry of Finance. The proposal is made to recall Kaur Kajak from the position of the member of the Supervisory Board.
In his place, the nomination committee proposed Merike Saks, who has had a very long experience in different managerial roles in large companies, in large public institutions, in the Ministry of Economic Affairs and Communications, also Chairman of the Board of Estonian Association of Railways. For proposal is then to recall Kaur Kajak and to vote for Merike Saks. Please vote for this proposal based on the proposal made by the nomination committee to recall Kaur Kajak from the supervisory board with the end of his term in office by on 30th April 2026, to appoint Merike Saks as member of the supervisory board of Port of Tallinn for the term of office from 1st May 2026 until 30th April 2029.
Here you have the draft decision. You can read it for yourself. The voting has ended. When it comes to the fourth agenda item, 192,926,934 votes, which is 99.95%. Against, 47,172 votes, which is 0.002%. Abstentions, 41,787 votes, or 0.02%. In order to recall, two-thirds of the votes must be in favor. For the appointment of the new member of the supervisory board, we need the majority of the votes. As we have 99.95% in favor, we could consider the both of these points to have been adopted. Thank you very much.
Let's move on to the next point, which is the remuneration policy of the Supervisory Board and the Management Board. These remuneration principles are pretty much the same as you approved four years ago. As it also says, in accordance to the legislation, the General Assembly once in four years have to approve of these remuneration principles. The Supervisory Board makes a proposal to approve these remuneration principles, and they are listed here. I'm not going to read them out. I'll give you a little bit of time if you want to read them and if you have any questions. First of all, remuneration principles for the members of the Supervisory Board and the Management Board. They have not been amended. They were previously approved by you.
Do you have any questions regarding the principles of remuneration? Looks like there are no questions. We can move on with the decision-making. Please approve the remuneration principles of the Supervisory Board and the Management Board of Port of Tallinn as presented to the assembly. The voting has ended. In favor, 192 million 930 thousand 103 votes, which is 99.95%. Against, 32,741 votes, which is 0.02%. Abstentions, 48,047 votes, which is 0.02%. In order to approve this decision, over half of the votes represented by shares at the meeting must be cast in favor. This decision has also now been adopted. Thank you very much.
Let us move on to the last point, which is the gender balance in the governing bodies of AS Tallinna Sadam, the Board of Tallinn. Based on the amendment to the Securities Market Act, stock exchange-listed company must also regulate the gender balance of their of their boards. The general meeting should set one of the following objectives. This goal may be more ambitious, but cannot be less than has been established. The question is, the underrepresented gender should be at least 40%. It doesn't say which gender. Right now, we have 43%. The share of gender members representing the board of directors in the management board, supervisory board are 33%. As Kaur left, this will be 30%.
As we discussed it here, after the appointment of Merike Saks, this rises to 36%, which means that we will be actually fulfilling both of these objectives. In addition, we have a proposal that, over next 5 years, in order to make sure that we meet the gender balance goal, then we would have at least 20% of the underrepresented gender members. At the moment, we have 5 members. One of them at least could be of the underrepresented gender. I will correct you that right now we have 4 members. According to the statutes, we can have 5 members. Does anybody have any questions regarding this agenda item? The point is that, 1 member should be of the underrepresented gender.
If there are no questions, we will vote on the last item on the agenda. Ensuring gender balance in the governing bodies of AS Tallinna Sadam. When electing members of the supervisory board, the objective provided in Article 135, 6, paragraph 1, clause 1 of the Securities Market Act shall be followed, according to which the proportion of members of the underrepresented sex among the members of the supervisory board must at least 40%. When electing new members of the management board, an individual quantitative objective shall be set to improve gender balance in the management board, whereby the proportion of members of the underrepresented sex shall be at least 20% within 5 years, taking into account the competence requirements arising from the company's strategy. Please vote. Thank you very much.
The voting has ended. 192,765,037 votes in favor, which is 99.87%. Against, 164,591 votes, which is 0.09%. Abstentions 85,265 votes, which is 0.04%. Again, for more than half the votes represented by the meeting members must vote in favor, and the decision has been adopted. Thank you very much. The decisions today with the voting results will be communicated to the shareholders and will be available on our website. The video recording of today's meetings with the English simultaneous interpretation will be published on our website and on our YouTube channel.
Hopefully we'll meet again during our next general meeting. Thank you very much for attending. We have a little over 23,000 shareholders, and I would say you are well represented. If you want to meet with us again, we are planning this autumn in September or October to organize Investor Day. Please follow information on our website. If you would like to have more information, please contact our Head of Investor Relations, Angelika Annus, who is always there for you. Now you can enjoy this event here today, and you can have a chat with the members of the management board or representatives of Port of Tallinn. We'll meet you again soon.