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Notice to convene the Annual General Meeting of Shareholders

·10-min read

The Management Board of AS TALLINNA VESI (registry code 10257326, Ädala 10, 10614 Tallinn) (hereinafter also “the Company”) announces that the Annual General Meeting of Shareholders of the Company will be held on Thursday, 3 June 2021 at 09.00 (GMT+3) at Paljassaare Wastewater Treatment Plant of AS Tallinna Vesi, in the Gym (Address: Paljassaare põik 14, Tallinn, Estonia).

The list of shareholders who have the right to vote will be established 7 days prior to the Annual General Meeting, i.e. at the end of the working day of the settlement system of Nasdaq CSD Eesti on 27 May 2021.

The agenda for the Annual General Meeting has been approved by the Supervisory Council with the following proposals:

1. Approval of the 2020 Annual Report

Supervisory Council’s proposal:

To approve the 2020 Annual Report including the balance sheet total in the amount of €255,665,000 (two hundred and fifty-five million six hundred and sixty-five thousand) and net profit in the amount of €16,732,000 (sixteen million seven hundred and thirty-two thousand).

2. Distribution of profit

Supervisory Council’s proposal:

The net profit of the Company in 2020 is €16,732,000 (sixteen million seven hundred and thirty-two thousand). To distribute €13,000,000 (thirteen million) of AS Tallinna Vesi’s retained earnings of €74,243,000 (seventy-four million two hundred and forty-three thousand) as of 31/12/2020, incl. from the net profit of €16,732,000 (sixteen million seven hundred and thirty-two thousand) for the year 2020, as dividends, of which €0.65 (zero point sixty-five) per share shall be paid to the owners of A-shares.

The rest of retained earnings will remain undistributed and no allocations will made from the net profit to the reserve capital.

Based on the dividend proposal made by the Management Board, the Supervisory Council proposes to the Annual General Meeting to decide to pay the dividends out to the shareholders on 29 June 2021. The list of shareholders entitled to receive dividends will be established as at 18 June 2021 at the closure of business day of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 17 June 2021. A person acquiring the shares from 17 June 2021 onwards shall not be entitled to receive the dividends determined by this decision.

3. Amendment to the Articles of Association

Supervisory Council’s proposal:

The Articles of Association shall be amended in connection with the cancellation of the B share and the Company shall have only one type of shares.

RESOLUTION: To amend the Articles of Association of the Company and approve the new wording of the Articles of Association as presented to the shareholders. The Articles of Association shall not be amended with this resolution if the resolution within the Agenda Item No 4 is not adopted. In such case, the Articles of Association shall remain in their current form.

4. Reduction of the share capital by cancelling the B share owned by the Company

Supervisory Council’s proposal:

The share capital shall be reduced due to the cancellation of one B share owned by the Company.

RESOLUTION: To cancel the one B share owned by the Company and reduce the share capital of the Company accordingly. To reduce the share capital of the Company by €60 (sixty euros) from €12,000,060.00 to €12,000,000.00, by way of cancelling the B share with a nominal value of €60 (sixty euros). The share capital of the Company shall be €12,000,000.00 after the reduction of share capital.

5. Extension of the terms of office of Supervisory Council members

5.1. Extension of Mr Allar Jõks’ term as a Supervisory Council member of AS Tallinna Vesi from 3 June 2021

Supervisory Council’s proposal:

To extend Mr Allar Jõks’ term as a member of the Supervisory Council of AS Tallinna Vesi from 3 June 2021 by three (3) years. The Supervisory Council member shall receive remuneration for his activities as a Supervisory Council member in accordance with the Item 3 of the minutes of the Annual General Meeting of the Company held on 22 November 2005.

5.2. Extension of Mr Priit Rohumaa’s term as a Supervisory Council member of AS Tallinna Vesi from 3 June 2021

Supervisory Council’s proposal:

To extend Mr Priit Rohumaa’s term as a member of the Supervisory Council of AS Tallinna Vesi from 3 June 2021 by three (3) years. The Supervisory Council member shall receive remuneration for his activities as a Supervisory Council member in accordance with the Item 3 of the minutes of the Annual General Meeting of the Company held on 22 November 2005.

6. Election of the Auditor

Supervisory Council’s proposal:

To appoint AS PricewaterhouseCoopers as the auditor for the financial years 2021 and 2022. To pay the fee to the auditor as per the contract to be entered into with the auditor.

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Measures taken at the Annual General Meeting because of COVID-19

Due to the COVID-19 situation in the Republic of Estonia and the consequent measures taken to protect the health of all shareholders and participants in the general meeting, AS Tallinna Vesi urges the shareholders, if possible, to participate in the general meeting either by appointing a proxy or by voting electronically before the general meeting. We recommend you appoint Mrs Mailis Kullerkupp, Chief Lawyer of AS Tallinna Vesi, as the proxy, whom you can give precise instructions to vote on your behalf on each agenda item. Please find the proxy form: AS Tallinna Vesi’s website “Investor->Shareholders Meeting->[…]->"Measures taken in the general meeting due to COVID-19". This allows you to vote as you desire without convening in one room with many other people and reduces the risk of catching a disease.

To minimise the risk of infection spreading, no coffee or refreshments will be provided to the participants.

If you deem it important to participate in the general meeting in person, please notify us definitely of your intention by e-mail to laura.korjus@tvesi.ee no later than 31/05/2021, to allow us to make the necessary preparations to comply with all requirements established due to the COVID-19 situation and ensure the safety of all participants.

The shareholders participating in the general meeting in person must follow the instructions and orders given for the protection of the health of participants. The persons who have virus symptoms (cough, cold, fever) will not be allowed to attend the meeting.

Accepting additional items to the agenda of the Annual General Meeting

Shareholders, whose shareholding represents at least 1/20 of the share capital, may request adding extra items to the agenda of the general meeting provided that the relevant request is submitted in writing no later than 15 days prior to the general meeting, i.e. by 19 May 2021 at the latest. Shareholders, whose shareholding represents at least 1/20 of the share capital, may submit their draft resolutions in writing for each agenda item no later than 3 days before the general meeting, i.e. by the end of the day (23:59 GMT+3) on 31 May 2021 at the latest. The process of exercising those rights is published in more detail on AS Tallinna Vesi’s website at www.tallinnavesi.ee, where also the draft resolutions and reasoning submitted by shareholders will be published after the receipt thereof.

Requesting information from the Management Board and background information

After the agenda items of the general meeting, including any additional items, have been discussed, the shareholders may inquire information about the Company’s activities from the Management Board in accordance with the procedure published on the Company’s website at www.tallinnavesi.ee. Shareholders have the right to request information from the Company’s Management Board also by e-mail sending their questions before the general meeting. Background information about the agenda, the 2020 Annual Report of AS Tallinna Vesi, the Supervisory Council report, the Auditor's report, the proposal for distribution of profit, the draft Articles of Association where the amendments have been pointed out, draft resolutions presented and shareholders’ clarifications provided about the additional agenda items along with the relevant draft resolutions as well as other information subject to disclosure under other legal acts, and other important data regarding the agenda, incl. information about the candidates of Supervisory Council members, are available on AS Tallinna Vesi’s website at www.tallinnavesi.ee. The website also provides an overview of documents that the shareholders are required to take along in order to be able to participate in the general meeting (either in person or by proxy).

The Company’s 2020 Annual Report, Supervisory Council’s report and the Auditor’s report are also available on Nasdaq Baltic’s website http://www.nasdaqbaltic.com.

Please e-mail the questions about the Annual General Meeting of Shareholders, its agenda, electronic voting or the appointment of a shareholder representative to Ms Laura Korjus, Head of Communications of the Company (laura.korjus@tvesi.ee, telephone: +372 62 62 271). The questions, answers and minutes of the general meeting will be published on the Company’s website. Written notices of appointing shareholder representatives or notices of withdrawal of authorizations of representatives can also be sent to the above e-mail address no later than during the working day preceding the general meeting, i.e. on 2 June 2021 at the latest.

Appointing a proxy

We ask everybody, who are going to appoint a proxy for themselves, inform us about their intent by 2 June 2021 at the latest and e-mail the digitally signed proxies to tvesi@tvesi.ee. In the absence of the opportunity of a digital signature, we ask a scanned copy of the proxy to be e-mailed to tvesi@tvesi.ee and the original proxy to be sent by post to the Company at: Ädala 10, 10614 Tallinn, Estonia. The proxy form is available on AS Tallinna Vesi’s website “Investor->Shareholders Meeting->[…]->Identification documents required for attending the General Meeting”.

Procedure and Instructions for electronic voting

According to the clause 6.2.9 of the Articles of Association of the Company, the shareholders are able to vote on the draft resolutions of the agenda items of the general meeting using electronic means as follows:

  1. Voting can be performed as from the publication of the notice of the general meeting until 17:00 ((GMT+3) on 2 June 2021;

  2. The ballot form prepared for electronic voting is available on AS Tallinna Vesi’s website under the section “Ballot Form for Electronic Voting”;

  3. For electronic voting, a shareholder shall fill out the ballot in accordance with the instructions therein, shall sign it digitally (using ID-card, digi-ID or Mobile-ID) and shall e-mail the digitally signed ballot to the e-mail address tvesi@tvesi.ee;

  4. A shareholder, who has voted using electronic means, shall be deemed as having participated in the general meeting and his/her votes represented by shares shall be counted in the quorum of the general meeting.

Registration for the general meeting

Registration of the shareholders, who wish to participate in the general meeting in person, will start at 08.30 (GMT+3) on 3 June 2021 at the place of the general meeting. Registration will end at 09.00 (GMT+3). Shareholder representatives are kindly asked to bring along a valid identification document and a valid written proxy. In the case of legal persons, we request you also bring a valid copy of the registry card. Each document issued by a foreign country’s official must be either legalized or authenticated with a document certificate apostille and have a notarised translation into Estonian attached.

The notice of calling the general meeting will be published in the daily newspaper Eesti Päevaleht on 12 May 2021.

AS Tallinna Vesi reserves the right to cancel the general meeting if holding the meeting does not appear to be reasonably possible or there is too much risk involved due to the COVID-19 situation, either because of the number of participants or for other reasons.

Laura Korjus
Head of Communications
AS Tallinna Vesi
(+327) 622 2271
laura.korjus@tvesi.ee