AS Tallinna Sadam (TAL:TSM1T)
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AGM 2023

Apr 25, 2023

Sirle Arro
Head of Marketing and Communication, Tallinna Sadam

Dear shareholders, welcome to the Port of Tallinn regular shareholders, general assembly. This is one of the most important obligations we have every year in our managerial and supervisory structures. Port of Tallinn has been listed on the stock exchange for almost five years, physically we can meet our shareholders only for the second time. That's actually feels nicer to see you all here today, and I'm very happy to note that during these five years, our shareholder number has doubled. I would like to thank you for your faith in Port of Tallinn and having confidence in us. A lot has changed over these five years. World has changed, things have changed in Estonia and in also in Port of Tallinn, this is what our leaders will tell you today.

I'm the Head of Marketing and Communication. My name is Sirle Arro, and today I'm going to chair this meeting. Here we have our Head of the Legal Department, Erly Lüdig, who's going to take the minutes of the meeting today. We have Notary Merle Saar-Johanson who is here to notarize the proceedings. In addition, we have our Members of the Supervisory Board, Marek Helm and Veiko Sepp. From the Management Board, Chairman Valdo Kalm and Member, CFO Andrus Ait. Of course, Marju Zirel is here from Investor Relations, and she has organized this event here today for us. Before we move on to the presentations, I would like to introduce the rules and voting procedure for the General Assembly today.

First of all, please set your phones on a silent mode so that we will be able to work. I would like to thank you in advance for all the drafts and decisions. They were available in our head office and on our website, so I hope that you have looked at the decisions and the drafts. The drafts we're going to vote today, they will be visible for you on the screen, and we'll be reading them out for you. So LTT Port Of Tallinn share capital is EUR 263 million, which has been distributed over to EUR 1 nominal value shares, and each one of them will give you one vote. The shareholders who are here today, physically present, then you can vote with your voting remotes.

The voting is organized by Hannele Pokk and RLS Corpora. I will tell you a little bit about how these remotes work, but you can see their numbers one, two, and three. One is in favor, two is against, and three, this yellow, is abstention. Before the meeting, some of the shareholders, 35 shareholders. 191 million shareholders had already cast their votes, and this is the latest. We have votes here, 440,722 we have quorum, and we can continue with our general assembly. Regarding our agenda, you have a possibility to ask questions after every agenda point, and all the other questions which are not about the agenda, you can ask after the meeting.

All the questions should be asked using a microphone because we have Kairi and Marju who will hand you the microphone if you would need it. Please introduce yourselves if you have questions. If you have any proposals, dissenting opinions, objections, then if you could submit these in writing, and they should go to the table where the minutes of the meeting are taken because they'll be added to the minutes later. Voting will take place after each agenda point and the presentation and after the end of the question and answer session. The voting results will be provided to you after we counted the votes.

If you would like to take the floor, regarding a topic on the agenda, then if you could let us know in writing. You should come and tell me as I'm going to sit over there, or you can come and approach our Head of Investor Relations, and you will have up to five minutes to take the floor. This is the agenda. This is what we're going to be voting on. Points one to three, then decisions have been adopted, if majority of the votes has been cast in favor. For agenda point number four, we'll have to have at least 2/3 of the votes.

At the end of the meeting, once the decisions have been adopted, then you can ask other questions from the members of the management board or supervisory board. Members of the press, if you could please note that regarding our decisions, you should not publish any information before we have submitted a notification to the stock exchange, and you cannot live stream the voting either. Taking photos is allowed. Now I have the pleasure to continue with the agenda of our general assembly today. First of all, we had the video presentation by the Minister of Climate, Kristen Michal, who is representing our majority shareholder.

Kristen Michal
Minister of Climate, Government of Estonia

Hello. The Republic of Estonia is a majority shareholder of Port of Tallinn. I hope it provides security for the port and for the partners. As a Minister of Climate, I would like to share some of my thoughts. First of all, business plan of Port of Tallinn. In spite of different crisis we have seen in the world and in Estonia, has been quite significant because this version has helped us to overcome the crisis. This is a praise for the managers and the employees and the partners of the Port of Tallinn and also the shareholders.

Second, when it comes to my own field, what is most important is that the Port of Tallinn is also one of the leaders of green transition in the logistics and maritime sector. The plans are very ambitious. The Port maps this year to emissions. We know that the Port provides shore electricity to passenger ferries.

We have unique automated docking system, and one of the passenger ferries is a hybrid ferry. We are working on wind parks, and then there's going to be a green corridor between Tallinn and Helsinki, which is in the works. It looks like the company's doing well. The managers, the partners, employees are working hard, and hopefully we all do this from the point of view that in 50 or 100 years from now, Estonia is still a beautiful place in the world and that the Port of Tallinn is, a company which has a very dignified, has history. Fair winds, and I hope you'll have a nice meeting.

Sirle Arro
Head of Marketing and Communication, Tallinna Sadam

Thank you very much. Now I'd like to invite here, the member of the supervisory board and the head of the audit committee, Ms. Marek Helm.

Marek Helm
Member of the Supervisory Board, Tallinna Sadam

Good afternoon, everybody. I have the honor and the responsibility to give you an overview of the works of the Supervisory Board of Port of Tallinn. I joined the Supervisory Board July last year, soon we will celebrate our first anniversary. I feel a great sense of pride, and I feel this recognition that I have had a possibility to participate in this work and working with the other members of the Supervisory Board and with the Management Board that I can be part of this amazing journey. The shareholders, the guests, we have been able to offer a lot. As I said, the Supervisory Board started working last July with a new team. We have had 13 Supervisory Board meetings, and the participation rate has been over 90%.

I have to say that nobody wants to miss a meeting. Sometimes, some of the members of the Supervisory Board have had some other tasks to carry out. This has happened, and most of the members of the Supervisory Board have been physically present. Sometimes, some people have been on a busy trip and had to participate remotely. We have had five meetings of the Audit Committee, and it seems to be popular because we have seen 100% participation. We have had four meetings of the Remuneration Committee, again, almost 100% of the participation. What are the most important decisions? We have appointed a new CFO, Andrus Ait.

We have made an investment decision regarding the key for wind farms, so to Paldiski South Harbor. This is a future topic. It is going to be discussed many times. Port of Tallinn is very well represented when it comes to all topics related to climate and wind energy. The updating of the strategy of the group for 2023 to 2027. We had a really long day. It was very interesting. We went to Muuga. We discussed the strategy. I have been in the management for 30 years, and I have to really recognize the Management Board because to develop this strategy and presenting this strategy and to create this content for the strategy has been really excellent.

I would encourage you to find this information to so you will find out what is the strategy and where the company's trying to head. The budget for 2023. The last topic which we all had to handle over the last year is the changed situation in the geopolitical sphere, and that's the Russian aggression in Ukraine, which has not left us untouched either. This is something we are looking at also at the Supervisory Board. This is now our team. We have Riho Unt, who is the chair, and he has participated in the previous Supervisory Boards as well. Veiko Sepp, who is also here. Also, head of the Remuneration Committee. Maarika is the voice of the passengers and tourism sector.

Ain Tatter, Kaur Kajak, who are representatives of the state. They have had very long-term experience here. We do feel that we are being looked after because everything which has to do with the state expectations and regulations, all the different topics which need to be covered. Ain from the logistics point of view and transport, and having been a long-term civil servant, and Kaur, who has been involved in regulations and the Consumer Protection Board. They are really keeping a very close eye on these discussions. Risto Mäeots coming from logistics, and I'm from the technology sector myself. I would like to confirm once again that I participate each supervisory board meeting, and I'm really happy to participate because this is new information. It's not a sleepy meeting.

We are not there just to listen, but there is quite a bit of things happening, their expectations for the management board. Valdo Kalm can comment this himself if he feels that we are supporting him. But of course, the meetings tend to run over, but it's not because of the we are can't keep a tight ship, but it's important topics we have to cover. Business strategy, as the minister said. The Port of Tallinn has been able to handle the difficult times because we have diverse fields. We are looking at the real estate, cargo, passenger, and shipping. Right now we have to make smart decisions, and we have to move along with the times. Would it be the offshore wind farms or real estate development?

Because we can see a lot of potential here, and this is something we've been discussing with the Management Board. When it comes to the advantage which this company might have, because we know that we all transitioning to the wind energy and our strategy or the vision in this field is something which will have a very good potential. Same is true for real estate because the Port is between the sea and the city, and this is an area people love. This kind of space where we are today, this did not look like this few years ago, but there is more potential, there are more things happening.

We have said ourselves, if one of the hubs of the City of Tallinn is the old town, with the real estate development, we can create some additional environment here which helps our core business as well. Businesses, cargo, passengers, we can attract people to stay in this area, the people are willing to spend money here. Business strategy, of course, we want to make sure that the owners will have a stable owner's revenue. We want to make sure that we have good dividends. We have a big company. It's not an easy company to run. In the supervisory board and the audit committee, we have also seen that this company has organized itself really well. The internal processes and the control mechanisms are well functioning.

If you think about IT for example, it has survived quite well compared to some other state institutions and organizations which have suffered constant attacks. The IT under Valdo Kalm, this IT system is very tough. It's very simple thing. For example, when I log in to access the supervisory board materials, I have four-tier access. This is the protection of the information. Think about it. When you log in somewhere, how many controls are there in place for me to see this presentation? We see the outcome as well, that we have escaped attacks. The responsibility development of the organization through our staff and through the professionalism of our employees is something we have seen.

Everything to do with the green transition, to be the hub or the green infrastructure of the Baltic Sea, this is important, all the topics are here covered, and the management board is working on this. When it comes to risks, each company has to face the risks in our surrounding environments, the times are complicated. First of all, we know that the economy is unstable. It has been mentioned before how to handle this, that if one field or one cargo category disappears or something else comes up. If we talk about cargo, passengers, real estate, all these four fields will give us that this outcome that we have not had as much trouble as expected.

We have managed to come out of this quite well, so that we have shown good outcome. Environmental regulations are becoming more difficult. You have to be very detailed. We see some reputation risks, because this is something we have to be able to monitor very closely, because if we have any damage to our reputation here, then it's a problem. This is something we discuss practically every time we meet, what to do about these important questions. Fertilizer warehouse for example, or any other place where I feel, as a member of the Supervisory Board, that I'm not going to wait for our partner to solve these issues for us. Rather we are active, we participate, we have meetings, we assume responsibility because we provide the environment.

We are responsible for this environment so that our partners and the clients in the zone or on our land or on our territory could function well, and they could be profitable. Russian war of aggression in Ukraine and sanctions, it's a constant topic for the management board and the supervisory board. We want to follow the same policies which are being applied by the rest of the world. I remember these discussions from July and August where there was quite an intense application of sanctions was taking place, but the port has handled it really well. We have been continuously discussing with the companies with whom we think that there might be risks. We do not want to see any extra risks.

A real estate cyclical nature planning process because there are big developments, a lot of land. The detailed approach, ability to cooperate with the city, knowing the rules, timing of investments, proper planning, all of these points which allow us to alleviate risks. The last topic, passenger ferry. We did not win the procurement for the new period, but with the company, we have been able to provide good service to the passenger lines there, and it has been one of our ambitions. The TS Shipping is not a subsidiary somewhere far away, but in our Supervisory Board, the head of TS Shipping has come and told us what is happening in the company.

With the supervisory board, we have tried to run things so that we're not only talking to the management board, but we invite people from the different departments, so we would understand better how things are going and how this team is functioning. Here we would rather request more information from these people who are actually daily involved in these different topics like IT, Energy, or HR. Why is the share of Port of Tallinn attractive? As main points, we can note that we have a stable infrastructure company. It's large enough and powerful enough that when the times are hard in the economy or there's a cycle change, then we can survive the changing of situation. We have four fields which they all balance each other out.

They all help us to stabilize the business. I'm sure Valdo has more information. A strong cash flow, EBITDA margin is 50%, then growth project potential. If you are the shareholders and you can't see where we're going, where the new growth would come from, where the ambition is, then in order to support these four fields, then we need these new businesses or new potentials. This is something which is very attractive. Also, we have to have a dividend policy in place which is stable. In a way of summary, we can say that it has been a successful year, although the times are hard and there's a war, other things happening in the economy. We celebrated our 30th business year.

This was a good celebration where we invited many partners and guests in this room here. We received a culture capital prize for new space. This is where we are today. Among the businesses, I believe that this is quite an impressive achievement. This is a popular place where important events are celebrated. Promenade development. We have ESPO nomination. Our 500 employees who are working here for the Port of Tallinn, according to the Kantar Emor survey, we achieved a sixth place as an employer of good repute. All this recognition does not come on its own. That means we have done a good job. That means that based on this, we can have some good reputation and people have confidence in us and in our services.

All these 500 employees are the people who carry this reputation, and they are the ones who do the marketing for us among our among their friends, family, and partners. That's it from me. I would like to thank you for this opportunity to work as member of the supervisory board. I would like to thank Valdo for the work done so far, and I wish you all the best.

Sirle Arro
Head of Marketing and Communication, Tallinna Sadam

Thank you very much, Marek. Do you have any questions? Any questions for our supervisory board? Looks like there are no questions. I would like to give the floor to the Chairman of the Management Board, Mr. Valdo Kalm, who is going to describe the activities carried out last year, and also give an overview of our development and growth projects.

Valdo Kalm
Chairman of the Management Board and CEO, Tallinna Sadam

Dear shareholders, welcome to our meeting. I would like to thank Marek once again for his support, and I have to apologize that I'll go on with the presentation quite quickly because I have a lot of slides. I want to give you an overview of what happened last year. What is more important is what is going to happen next, because we all want to know about the future. I'm going to continue very quickly. Marek Helm, our supervisory board member, mentioned the balanced business model. This is a reminder. We have the passenger harbors too. We have cargo, two cargo ports. We have passenger ferries, so we're operating Saaremaa and Hiiumaa lines. Others is the icebreaking and waste management business. The diversity of businesses has allowed us to alleviate the risks and overcome the crisis.

Very quick overview, what are the most important events of the previous year? We have some positive and some negative events. Let's start with the positive. Recovery of the number of the passengers was much faster than we had to guess post pandemic, so it doubled, and it reached 7 million. We're very proud of that because this has been in cooperation with our passenger and cruise operators and we have 4x more of the cruise vessel port calls. Because pandemic actually did hit us very hard, so this is a good growth and very profitable business for us. Last year we had the planned development of the Old City Harbour, so the Square, front of D-Terminal, which is part of our environmental master plan.

What is very important, and has been a lot of preparation work done with the city government. We have five planning permission developments, and they were made public at the end of last year. When it comes to the disclosure, the publication, it gave us very little negative feedback, so we want to continue with the approval of these planning permissions. Big event for us was the new MyStar ship and a bigger tonnage, a bigger, larger number of passengers, a very contemporary vessels, uses all the port services. We managed to reach a compromise with Tallink in our dispute, which concerns other operators as well. This is for filed under positive. Important and positive is investment decisions for Paldiski, regarding Paldiski and new key hinterland.

It's a very big decision because it's a EUR 50 million investment, and this is one our growth projects. The decision has been made, this year we're going to implement it. Liquid cargo, due to the Russian war of aggression in Ukraine and sanctions, has almost disappeared. Fortunately last year, we saw a significant growth in container and Ro-Ro business. Today, Ro-Ro is becoming one of the most important cargo groups and is also most profitable. What we lost in volume, but we did not actually lose in profit that much. This is very important that Ro-Ro business is continuously growing. We had a court case with the grain terminal. We had a positive result there as well. Icebreaker Botnica started with a new 10-year contract with the transportation board.

We won a procurement for next 10 years for icebreaking. At the same time, we also had a contract extension with the Canadian company for summertime business. What is important for us is that the state did not use the right of refusal for purchase of the passenger ferries. We own this passenger ferries. As we're preparing for the new procurement, it means that we can go into this procurement with our own vessels. We are carrying out certain activities for climate neutrality because we have short-term and long-term objectives. As Marek said, that when you're in business, then you have to be responsible about it so that you will not leave much of a trail behind.

With the Management Board, we are very happy that although last year was very difficult, with the dedication index of the employees went up, client satisfaction, and also reputation went up. We've been measuring these for five years, this is not one-off because we can see a trend here, we are quite happy. Now negative sides. First of all, Russian aggression, which had an impact on us in the cargo business a great deal. Liquid cargo and fertilizer with Russia and Belarus disappeared. As I said, fortunately, we have Ro-Ro and container business which showed growth. Strategically, we'd like to develop this field because we were developing this already earlier, we did not have so much risk related to Russia. Monetary impact of sanctions was less that we had thought.

Impact on turnover and profit was less than I thought. Regarding future, first of all, we'd have to understand what are the mega trends. If you're planning your activities and you are in the infrastructure business, then you have to see things 10 years in advance, and you have to be prepared, and maybe you have to create certain trends yourselves. To put it briefly, so-called positive impact of the war is that some of the production is coming back to Europe, and here, cargo terminals and production in industrial parks can find new clients. The production comes back. There is a consolidation takes place.

Environmental sustainability is a trend today, but we have to be prepared for electric vessels, hybrid vessels, and they will come to our ports, and we have to think how we can refurbish our own vessels faster because these requirements will be in place, and we have to be prepared. Our port is more than an ecosystem, so we have to be prepared that this is an ecosystem where your partners are using green energy, not only you. Alternative energy production and storage and the offshore wind farms is something we need to prepare for. We have to be prepared for unmanned autonomous vessels. They will visit our ports. We have to be prepared for that. I think that unmanned vessels will come before driverless cars because they are building them already in Norway.

The first cargo vessels could come and visit the Port of Muuga in few years' time. We see more automatization in terminals as well. We can see more of a multimodality where there is a capability of different types of transport in Muuga and Paldiski. This is where the different types of transport will meet, and that means we can use different types of transport in order to provide service to the owners. We also have to be good employers and make sure we have dedicated employees. Briefly, each of the fields, what are the major development projects and what are the growth projects in the near future?

Recovery of the passenger business, this is where I would like to stress that as this is our largest share of the business, then we can see a continuous growth trend. The first quarter, Helsinki and Stockholm lines, the number of passengers went up 55% and 90%. We are hoping that this recovery will continue, and we are hoping that the cruise vessels will call, and hopefully they will have more people on board as we have seen the signs. We do a lot of marketing here. We attend fairs. We communicate with the cruise companies. We have the terminal which is ready to receive.

We have finished building the Square in front of Terminal-D, which improved the mobility of vehicles and passengers, and the new tramline is being built right now. This is very important for us. This is a tramline which will come in front of the Terminal- A. It has been coordinated with us, and it provides service for both terminals. What is most important that this is already in works. The financing is there, and it's going to be finished next summer. What is important is to look at the long term, and with the Port of Helsinki, we have made an agreement regarding this kind of new concept, which is the green corridor for Tallinn-Helsinki. What does it mean?

It's a green journey which starts in the city, then the port terminals are contemporary, using only renewable energy sources as in cruise terminal. It's big, but it's using seawater for heating and cooling, so very efficient. Here we have one of the biggest solar panel parks in Tallinn, so we have very low costs, and it's green. We are negotiating with the shipping lines, so the vessels are using LNG, that they would use more alternative sources, and the same is true for Helsinki. We will have this kind of unique green corridor where we have 10 million passengers traveling, which is a very large number. We are number four in Europe and number 10 in the world.

This is a lot of passengers, and I do hope that when we take these steps, we can attract the clients back. We can also talk about the Old City Harbour real estate development because we're creating an environment for the guests, and we're also preparing the area for the real estate development so that our own people have a good place to live and to walk and move. There are some important principles. We are open to the sea. As Marek said, that we could have one of the focal points. We have the Freedom Square, Town Hall Square, and we could have the Admiralty Basin Square. We have a lot of greenery, and we have multifaceted space in the city.

We have divided this area into five parts, and as I mentioned, we are right now in the process of developing the planning permission. They have been made public, but the approval will take time. We are preparing it this year, and we are hoping that next year we can start with the development with the orange section, which is the north. We have plans for hotels and more business property, apartments. Rental space are more in the yellow area. We are preparing this territory, but we are not going to invest ourselves, but we're inviting the developers there. There has to be a smart development because the volume is quite large. We have to move step by step. It's definitely very attractive because there is a sea view. It's by the sea.

We are working on the preparations. What else we started is the Terminal- A reconstruction. We are starting an architect's competition. This is an international competition where about 30 works were submitted. Right now, the jury is assessing them. Then the winner will be announced, and then we'll start with the design phase. We have reconstruction of the Terminal- A, and then we've done with our own infrastructure. We have the Terminal- D, we have the cruise terminal, and now we are reconstructing the Terminal- A. If you look at the long term, and in the infrastructure business you have to look at the long term, then we consider this our business plan 4.0. Of course, the green corridor of Tallinn-Helsinki, as I mentioned, is important.

Alternative fuel for passenger vessels, shore electricity, and green fuel here at the port. Passenger terminals we discussed. Also we have a smart port structures which will become even smarter. We want to make sure that there is no extra CO2 emissions with the cars idling, we want to make sure it's all very efficient. The cargo ports development and growth. Last year, important event was HHLA. This is a very big client. Their headquarters in Hamburg, it's a German stock exchange-listed company. One of their biggest operations they have is here at Muuga. They brought in two big container cranes, and they can also service ocean-going vessels. These cranes can offer services to the largest container vessel which can get through the Danish Straits. This is very important.

This is already ongoing. Last year they were built, and this year was opened, Muuga double ramp. This is two decks, and the cars and the trucks can enter the vessel. This is a lot faster loading and offloading, so this is very fast. Eckerö Line Finbo Cargo added another trip. This is our business because more port calls we have, more cargo we have, and faster we have the loading, the better it is for us. This is quite unique in Estonia. It's been designed in Estonia and built in Estonia. The same ramp is in Vuosaari, across from Muuga, so this is a joint project with the Port of Helsinki. Another important project is Rail Baltic Cargo Terminal.

Why this year is very important is that the construction starts at Muuga for Rail Baltica Cargo Terminal. This is a growth project where we can see 4 million or 5 million tons of cargo per year. This means that it is not only going from here to Central Europe, but also all the way down to the Mediterranean. We believe that Rail Baltica will create great opportunities for export, import for Finland and Sweden because Finnish forestry industry clients are in Turkey, so we can offer them services from our ports all the way to Trieste in Italy, and then you can travel on to Turkey from there. These are the new corridors which create opportunities, and this is what we can see as a future growth.

Currently, we are developing a campaign for industrial parks in Muuga and Paldiski South Harbor. We have industrial parks, we are looking for warehousing services and producers. These are good transportation and shipping lines, good road and rail access. They are quite busy, but we have some land available still, we are looking for production in this area. Now, some other growth projects. When we have Paldiski wind farm base harbor, the Supervisory Board made a decision, this year we're going to build it, we're going to announce the winner quite soon. It was an international procurement. We had some good offers. Construction will start this spring, it'll be ready by 2025. This is construction and maintenance base for wind farms.

With the developers, we are concluding contracts, and this is not going to be only for Estonia, for Estonian offshore wind farms because right now we Paldiski is a hub for wind farms on land. The biggest parts or details come in through Paldiski blades, masts. We have specific offshore wind farm space available. We are hoping to service Finnish and Swedish wind farms and maybe also Polish wind farms. The Baltic Sea is still empty. We are really behind compared to the rest of Europe, and I can't even say why the energy business has not moved fast enough. Now the boom is starting, and I believe that we have very good position. Once the port area is finished, we can provide services to very big vessels.

There's a very big growth projects, and the turnover will start in 2025. Alternative energy sources are important as well. We are one of the founding members of the Hydrogen Valley in Estonia, these are the biggest projects in Estonia. We are also starting a pilot project of the hydrogen value chain, production, tanking, and vehicles. This is a pilot project in Muuga. We asking for co-funding, and we are working in this. Little bit about the cargo ports. This is a long-term vision. This is multimodality, that all the modes of transports are available. You are a hub. Rail Baltica and the development of a north-south corridor Scandinavian business because we are not naive that we think that the Russian business will recover.

We have to make sure we have new corridors, maintenance and constructions of wind farms and terminals for alternative fuels. Liquid fuel terminals today could become terminals for alternative fuels. We have many opportunities here, and technology is also helping. Now, shipping, this is our third very stable and good business throughout all the crisis. As I mentioned, that icebreaker Botnica worked really well last year, and we have a contract now for next 10 years in Estonia. It's important to find profitable contracts for the summer. This year we're going to go to Canada, but we are negotiating right now. We want to cover June and July. To have some contracts and hopefully there'll be some good news for the shareholders soon.

We are preparing for this, providing service for offshore wind farms. Third big growth project is the offshore vessel provision for the construction and maintenance of offshore wind farms. We are discussing it. We have not decided anything yet, but we can see that the market needs these types of vessels like our Botnica, which has great capabilities. It has also so cranes, hoists already on board, and we are good at this business. We are analyzing it right now, and if the decisions have to be made, then we will be informing the stock exchange and the shareholders. The passenger business is also very stable. It recovered very quickly post-COVID. Good news, again, for us as a business and shareholders is that we own these vessels.

We can move on to the next procurement process. We are continuing with the electrification. One of the vessels is a hybrid. We are preparing for procurement and we are looking for growth opportunities outside Estonia. We are analyzing the situation and want to make sure that we have a good level of service, which is expected by the shareholder or the state. As a vision, as I mentioned, maintenance for offshore wind farms. We are using vessels on alternative fuels, and we are continuously developing the automated docking and automated systems for vehicles. Quickly about the sustainable development as well. I wanted to show you that we have very clearly understood what is our CO2 emission. We are measuring it in all our four ports, and the yellow column there shows our biggest CO2 emission source.

This is our own vessels. This tells us that we have to make sure that they will become hybrid vessels. We have seen a decrease of other emissions as well. We know pretty well for each port what is the CO2 level, and we have objectives to reduce it year-on-year. This is a systemic approach, and it's especially important for the Old City Harbour because we're in the middle of the town, and if we have big vessels calling, then it's we have to have a plan to reduce our footprint. Production of green energy. We have discounts of port fees for environmentally friendly vessels. We have automated docking systems available on three quays and all the companies, all the operators are using them.

We have shore electricity available. If the vessel is here for longer, they will switch off their diesel engine and they will connect with the cable so there's less fumes, less CO2. We are planning for a shore electricity for cruise vessels as well because this requirement will be there. Ship waste management and recycling, electrification of our own passenger ferries. It's important also look at the our own place in the city.

That's it. Do you have any questions right now? Any opinions? Any comments? If there is nothing else, you can submit your questions towards the end because we are ready to answer your questions, your comments at the end. Now I'd like to give the floor to Andrus Ait, who is a member of the management board and CFO. We'll hear more about the financial outcome of the previous year and we'll also introduce the draft decisions for the assembly.

Andrus Ait
Member of the Management Board and CFO, Tallinna Sadam

Dear shareholders, my name is Andrus Ait. I'm the CFO of Port of Tallinn, and very happy to welcome you all here. First of all, I would like to give you an overview of the 2022 financial results and also the proposals for the dividends. To start, an overview of the passengers and port calls. Our passenger ports 2022 was very clearly recovery year from after the corona crisis. The number of passengers doubled. In 2021 it was 3.5 million.

By year 2022, the number of passenger was 7 million. We could see growth on all the regular lines. In addition we saw more cruise line passengers. That was 172,000, and I'm very happy to note that the cruise vessels have returned to our ports. As you could see on the previous slides, 179 calls, Saaremaa and Old City Harbour. Both ports which have a capability to provide services for the cruise vessels have welcomed them. Now, if you look at the passenger ferries across the years, you can see a drop due to the corona pandemic in 2020 and 2021, this is quite low and over last years, the port calls has been stable. We could see the larger figure in 2022.

This came mostly through the more passengers per vessel. Now cargo and cargo port calls. 17.8 million tons, which is 21% less than the year before. This was clearly impacted by sanctions which was applied for cargo with the Russian and Belarusian origin, as of first quarter last year. Main impact was bulk and the liquid, and especially fertilizers from bulk, and all the other categories showed stable and strong growth. For example, container growth was 12%. Ro-Ro was 6% growth. Taking this into account, the Ro-Ro became our biggest group of cargo going through our ports. Ship calls for cargo vessels.

Considering this, we could see a bit of a reduction, but we did not see such a steep reduction, and we can see that the cargo port calls have been quite stable over the years. Why is it important is that if you look at the cargo ports, then the biggest income comes from port calls. More port calls we have, more positive the outcome will be. Shipping. If you look and for the keyword for shipping over the last few years, as you could hear from Valdo Kalm's presentation, then shipping has been very stable also true for 2022. Over last five years, this stability rule has prevailed.

For passenger ferries, we had 2.3 million passengers, 1.1 million vehicles, the passenger numbers went up and the number of vehicles remained almost the same. What is positive here is we carried out more trips as the state ordered almost 6% more than the year before, and the number of passengers. It's about 800, a little bit more. We could see that stable growth is there. Regarding the icebreaker Botnica, we count the number of chartering days and usage rate. It has been very stable last year, 249 chartering days, which is average. Year before, this 267 is extraordinary because our Canadian client had an extraordinary demand.

At the same time, we can say that when it comes to Botnica, this has been very stable. This stability is supported by a long-term contract for icebreaking. From end of 2022, we will be breaking ice based on new 10-year contract, which gives additional stability. For passenger ferries, the state did not use their first right of refusal for the purchase of their ferries, and we have a contract until the end of the third quarter of 2026. The results 2022, we increased sales revenue and EBITDA and business profit.

Sales revenue 11% almost up, and this is due to the higher number of passengers, cruise vessels, also revenue from passenger ferries and we saw a good rental revenue increase as well. Adjusted EBITDA growth is 3.3% and EUR 55.8 million. Adjusted EBITDA, it's influenced by the environment. What we saw in an economy at large and electricity and energy price went up, high inflation, it had an impact on us as well. We can see that the positive impact on sales or sales revenue was greater than a negative impact on increased costs. We managed to get an EBITDA growth in spite of a very challenging year, especially when it came to cargo ports.

One more thing we have to stress here is our balanced business model, which really helped us when it came to sanctions. Business profit growth 3.5%, and the period profit, we could see a increase here. In 2022, we paid over EUR 2.5 million as dividends, there is a bigger cost of income tax. If you leave this out, you can see the increase of profit. Investment in 2022, EUR 13.8 million, 5.9% less than the year before. Two previous years in average has shown quite a low level of investment, this is the investment cycle.

This is a planned, lower level because we have not stopped or canceled any of the investments because all the necessary investments have been carried out. In 2022, the biggest investments were the Square in front of the Terminal- D, which was finished last year, and it has been very well received by the population. It's used a lot, and I hope you, we all are able to benefit from it in the future. For passenger terminals, we updated our galleries and tubes, which helps us to provide better service for the growing number of passengers. The shore fortifications and quays were also improved. Regarding cargo ports, and the biggest investments was one of them was the double ramp at Muuga.

It helps us to service growing Ro-Ro volumes. For trade, we had passenger ferry Piret and Tiiu dock works were carried out, which are regular works after the fifth year in use. For Botnica, this year we are planning some refurbishments, and we had already bought certain equipment for that purpose. If you're looking at the sales revenue and profitability across the years, you can see in 2020 there was an impact due to different crisis. We could see the decline in turnover, after that, the sales revenue has gone up to EUR 122 million last year. We have not achieved the level we had five years ago, but we can see the trend towards growth.

What is important is that, due based on this balanced business model, we have been able to keep adjusted EBITDA and profitability stable as absolute figures. This is an indicator which says the different fields of operation are supporting each other. As an information about the business results per segment. Last year in three segments, we saw growth. The biggest growth was in passenger ports, where the sales revenue was EUR 37.9 million, which is 31% more than the year before. And in EBITDA, EUR 18.6 million, which is more than 35% higher than the year before. Recovery of the number of passenger has had a very positive impact on our financial outcome in this segment.

Passenger ferries, we can see a very good growth here as well. Sales revenue growth is 13%, to EUR 34.8 million, and EBITDA growth over 15%. In sales turnover, we indexation has helped covering fuel costs, but 6%, we have seen more of passengers. When it comes to passenger ferries, then we are keeping an eye on the fuel costs, and we are optimizing this cost, and every year it is giving us better and better results. This is also then shown in our financial business results. Now, other regarding Botnica. In spite of smaller number of charter days, our sales revenue turnover went up and EBITDA increased.

For cargo ports, as it was said, we have seen impact on sanctions. We have seen volumes going down for two types of cargo, which is balanced by Ro-Ro and containers. We could see some decline. On EBITDA, the impact was bigger because this segment is also influenced by energy prices. In summary, you can see that the positive impact on the business as a whole across different segments exceeded the drop of certain categories. Sales revenue and EBITDA went up, although there were sanctions applied. This is the end of my presentation. Our annual report has been audited by KPMG Baltics, and they have submitted their report without comments. This is the end of the first agenda point, and we can start voting.

Sirle Arro
Head of Marketing and Communication, Tallinna Sadam

We'll be voting all the agenda points separately, and the voting takes place using these remotes. For every round of voting, you have to choose. When you're in favor, then you press one, which is green. Against number two , this is the red triangle. If you, if there's abstention, then it's number three. Once you press the key, on the screen, you have a text sending and received. That means your vote has been counted by the system. You can amend your vote until we have recorded or the last vote. The Supervisory Board has approved of the annual report and recommended to the shareholders to approve of the annual report for 2022.

Now please vote this proposal to approve the annual report for 2022 as it has been submitted to the General Assembly. Please vote. We'll have the results in a moment. Now, the number of people who voted in favor of this decision was 192,144,332 votes. Against were 2,582 votes, and abstentions 44,550 votes. We have to have a majority in favor, we have had a majority in favor. Therefore, this decision has been adopted. Let us continue with the next point on the agenda.

Andrus Ait
Member of the Management Board and CFO, Tallinna Sadam

I'll continue the next point on the agenda. Next point is the dividend proposal and distribution of profit for 2022. First of all, I would like to thank all the shareholders for your confidence in us. We had 22,866 shareholders, which is 15% increase. The number of shareholders is going up. I would like to thank you for having confidence. We have a dividend policy in place according to which as of 2021, at least 70% of the profit from the year before is going to be paid out as dividends. Previously, it was at least EUR 30 million. As you could see on the graph here, the Port of Tallinn has fulfilled their dividend promise every year, and they've actually exceeded them.

Taking into account the stable financial position and the needs for future investments, the proposal is to pay EUR 0.073 per share, which is total EUR 19.199 million. The list of dividend recipients will be established as of 10th of May, the last day for changes is 9th of May, 2023. That means as of that date, if a person has purchased shares, they do not have the right to receive dividends for 2022. The payment date has been planned for 12th of May of this year.

Sirle Arro
Head of Marketing and Communication, Tallinna Sadam

Now let us vote. First of all, I would like to know if anybody has any questions regarding this point on the agenda. Then, please vote. Approve of the profit of the year 2022, EUR 25,591,833, and the undistributed profit of the previous period, including 2022, is EUR 51,383,040. EUR 742,837 will be part of the obligatory reserve capital and pay dividends per, for shareholders EUR 0.073 per share. Total is EUR 19,199,000. Please vote. Regarding this point of the agenda, distribution of profit. In favor 192,094,119 votes. Against, 2,345 votes, and abstentions, 95,000 votes. As we had the majority of votes cast in favor, then we have approved this point.

Andrus Ait
Member of the Management Board and CFO, Tallinna Sadam

Let us continue with the third point. This is the voting for the auditor. The third point is the voting for the auditor. The auditor for Port of Tallinn for 2018 to 2022 was KPMG Baltics OÜ. We had a contract period of three plus two years based on the procurement in 2017, this period ended with 2022. We had a very construction cooperation. As this contract ended, at the end of last year, we organized a new procurement, this was discussed with the audit committee. We thought it's best to organize procurement for 2023 and 2024 with the possibility to extend the contract for one more year, for year 2025.

Three bigger auditing companies participated, the winner was PricewaterhouseCoopers. Any questions regarding this point on the agenda? Looks like there are no questions. Please vote to appoint the auditor for financial years 2023 and 2024, PricewaterhouseCoopers, and pay the fee according to the procurement price agreed during the procurement process. Please vote. Remote 35, please cast your vote. Please let us know if you're not voting.

Sirle Arro
Head of Marketing and Communication, Tallinna Sadam

Now the agenda point three, in favor 192, 132,031 votes, against, zero, abstentions at 57,088 votes. Again, as we had a majority of the votes cast in favor, this decision has been adopted. Let us continue with the 4th point on the agenda, which is the amendment of statutes. Thank you.

Andrus Ait
Member of the Management Board and CFO, Tallinna Sadam

This is fourth and the last point, amendment of statutes. Due to the State Assets Laws point 86, 88, and 98 being amendment the Business Code 323 being amendment, we will specify the following points. General sustainability aspects of the management of the company. This has to be then specified in the statutes regarding sustainability and responsibility in the business practices. We have followed these principles already before, but it has to be included in the statutes due to the amendments in the law.

The competence of the members of the Supervisory Board and the General Assembly, the State Assets Act stipulates that the General Assembly has to confirm the expectations of the owners and review them every three years, based on which the Supervisory Board will approve the strategy, financial plan, and budget for the operations, and this obligation will be included in the statutes. Third, compensation for participation of the Supervisory Board member, and these rules has to be set by the General Assembly. Remuneration for the Management Board members, again, based on the amendment of the State Assets Law.

There is a calculation for a average fee, which does not take into account additional compensation and also the competition prohibition fee and departure fee. This is referring to the compensation for 12 month period, which cannot exceed the previous salary. There are more details about the business report, the annual report, how it's being what kind of data has to be submitted and by which date. Obligation is to submit the report within four months from the end of the business year. Last adoption of the Supervisory Board decisions if the decisions being made without calling a meeting. Any questions regarding the amendments? There are no questions, let us vote.

Sirle Arro
Head of Marketing and Communication, Tallinna Sadam

Please vote for the proposals to approve the amendments to the statutes as it has been presented to the general assembly. Votes in favor, 192,065,193 votes, which is 99.93% of the votes represented. Against, 21,950 votes, and abstentions, 101,976 votes. We have to have 2/3 majority, and this condition has been fulfilled, this decision has been adopted. Thank you all. Now this is the end of the official part of our general assembly. If there are any questions, then you're welcome to ask the questions here. Our managers are here, so you can approach them personally. You can also talk to other employees as well. There are snacks available. If you would like to hear more about the cruise terminal, then in about 15 minutes, we can give you a bit more of an overview. Thank you all for coming.

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