CREDIT TERM SHEET
We are pleased to submit to you our term sheet to provide financing to AS Tallink Grupp ( Tallink ) ( he Credit Term
Sheet ). This Credit Term Sheet summarizes the material commercial terms regarding a potential funding of Tallink by
AS LHV Group companies ( LHV ) and Novalpina Capital Management International LLP, funds managed or advised
by it or by i affilia e (collec i el , Novalpina and oge he i h LHV and Tallink he Parties ) ( he Transaction ).
Key Terms
Principal Amount

Up to EUR 200 million.

Timing

The envisaged timeline assumes an immediate start of due diligence and documentation
workstreams and execution of a long form non-binding term sheet by 17 April 2020.
The envisioned closing and funding occurs prior to or on 1 May 2020 ( Closing ).

Maturity Date

Maturity shall occur no later than after four (4) years after Closing.

Repayment

Bullet repayment of Principal Amount at Maturity Date.
Ability to prepay after one (1) year from Closing subject to 2% prepayment fee.

Interest Rate

6.0% per annum cash interest payable annually.
2.0% per annum PIK interest payable annually.
Non-cash payment options to be discussed.

Issuing Fees

Upfront fee of 3.5% of Principal Amount payable at Closing.

Warrants

Warrants exercisable at 10% discount to current share price with customary price reset
points and anti-dilution protection rights.
Cash settlement option for Warrants.

Security

First ranking pledges over all available material assets of Tallink.
Further guarantees to be discussed.

Governance

Proportionate Supervisory Board representation with customary minority protection rights
to be agreed.

AS LHV Group

Novalpina Capital Management International LLP

______________________

______________________

Madis Toomsalu, CEO
on behalf of AS LHV Varahaldus and AS LHV Pank

Stefan Kowski, Founding Partner

This Credit Term Sheet shall be non-binding and shall not constitute, and not give rise to, any legally binding obligation
on the part of any of the Parties or any other person. In no event shall any provision of this Credit Term Sheet constitute
an agreement to negotiate or create any obligation of any Party to enter into the proposed Transaction.
DRAFT – SUBJECT TO CONTRACT