Notice to convene the Annual General Meeting of Shareholders
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 Friday, 3 June 2022 at 09.00 (GMT+3) at Ülemiste Water Treatment Plant in the Blue Auditorium (Address: Järvevana road 3, Tallinn, Estonia). Registration of the shareholders, who wish to participate in the general meeting in person, will start at 08.30 (GMT+3) on 3 June 2022 at the place of the general meeting. Registration will end at 09.00 (GMT+3).
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 2022.
The agenda for the Annual General Meeting has been approved by the Supervisory Council with the following proposals:
1. Approval of the 2021 Annual Report
Supervisory Council’s proposal:
To approve the consolidated 2021 Annual Report of the Company as submitted to the General Meeting.
2. Distribution of profit
Supervisory Council’s proposal:
The net profit of the Company in 2021 is €16,165,000 (sixteen million one hundred and sixty five thousand). To distribute €13,000,000 (thirteen million) of the Company’s retained earnings of €77,408,000 (seventy seven million four hundred and eight thousand) as of 31/12/2021, incl. from the net profit of €16,165,000 (sixteen million one hundred and sixty five thousand) for the year 2021, as dividends, of which €0.65(zero point sixty-five) per share shall be paid to the shareholders. The rest of retained earnings will remain undistributed and no allocations will be 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 General Meeting to decide to pay the dividends out to the shareholders on 29 June 2022. The list of shareholders entitled to receive dividends will be established as at 21 June 2022 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 20 June 2022.
A person acquiring the shares from 20 June 2022 onwards shall not be entitled to receive the dividends determined by this decision.
3. Approval of Remuneration Principles of the Management Board
Supervisory Council’s proposal:
To approve the Remuneration Principles for the Management Board of the Company as submitted to the General 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 2022 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 2022 at the latest. The process of exercising those rights is published in more detail on the Company’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 2021 Annual Report of the Company, the Supervisory Council report, the Auditor's report, the proposal for distribution of profit, the Remuneration Principles of the Management Board, draft resolutions presented and shareholders’ clarifications provided about the additional agenda items along with the relevant draft resolutions as well as other information and documents subject to disclosure under legal acts, and other important data regarding the agenda are available on the Company’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 2021 Annual Report and the Auditor’s report are also available on Nasdaq Baltic’s website http://www.nasdaqbaltic.com.
Please send 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 (email@example.com, 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 2022 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 2022 at the latest and e-mail the digitally signed proxies to firstname.lastname@example.org. In the absence of the opportunity of a digital signature, we ask a scanned copy of the proxy to be e-mailed to email@example.com and the original proxy to be sent by post to the Company at: Ädala 10, 10614 Tallinn, Estonia. The proxy form is available on the Company’s website “Investor->Shareholders Meeting->[…]->Identification documents required for attending the General Meeting”.
Procedure and Instructions for electronic voting are presented on the Company’s website.
Voting can be performed as from the publication of the notice of the General Meeting until 17:00 ((GMT+3) on 2 June 2022, the day preceding to the General Meeting.
Identification documents required for the registration of the participants for the General Meeting
Shareholder representatives are kindly asked to bring along a valid identification document and a valid written proxy (see here above “Appointing a 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 Company will comply with the restrictions set forth by the Government of the Republic and the guidelines of the Health Board applicable on the day of the General Meeting established due to the COVID-19 situation.
The notice of calling the General Meeting will be published in the daily newspaper Eesti Päevaleht on 12 May 2022.
After the end of the General Meeting all shareholders and the journalists may have a guided tour in the Water Treatment Plant to familiarise with its processes. The tour will take approx. 1,5 hours. We ask you to inform of your interest Laura Korjus at firstname.lastname@example.org ahead.