2023: Questions-answers submitted by the shareholders regarding the agenda of the Annual General Meeting of Shareholders and activities of the company
Q: I have been holding Tallinna Vesi’s shares for a long time and have some questions regarding the meeting. After being sold by J. Mõis to foreign investors, Tallinna Vesi has always been paying proper dividends to its shareholders. Therefore, it seems strange now that the owners are the City of Tallinn and Utilitas that dividends are so small. That raises the question of whether the new owners are not up to their job? The second question concerns agenda item number 4. Extension of the contract with the audit firm PricewaterhouseCoopers. In my opinion, this firm is not trustworthy, if you recall the privatization of a company called Liviko. The same audit firm approved Liviko’s share price, which wasn’t fair and was later changed by the court. The Management Board of Tallinna Vesi should consider this proposal.
A: In response to your questions, we would like to explain that AS Tallinna Vesi has continued in 2023 its long-term dividend policy, which sets out the goal of distributing 50-80% of the Company’s net profit as dividends. The proposed dividend payout amounts to 78% of the net profit for 2022. The lower dividend payment per share is due to lower net profit for 2022, driven mainly by high energy prices.
The Management Board and the Supervisory Council of AS Tallinna Vesi have proposed to the General Meeting of Shareholders to extend the contract with the current auditor PricewaterhouseCoopers, as the current contract for the provision of audit services has been duly performed by the auditor and we have no claims regarding the quality of the audit services provided.
Q: I am writing to you from LHV Pank in connection with the request of a client who wishes to participate in the General Meeting of Shareholders of AS Tallinna Vesi. The question arises as to whether investors behind a nominee account (in this case a person who invested under the pension investment account) can attend the meeting and vote without problems without needing any additional documents from our side, i.e., LHV? The client holds shares in a nominee account named AS LHV Pank with the number XXXXXXX.
There was no information on nominee account in the stock exchange release.
A: Pursuant to § 6 (7) of the Securities Register Maintenance Act, “the holder of a nominee account is entitled to exercise the rights arising from securities in the nominee account and is liable for performance of the obligations arising from such securities. In the exercise of voting rights and other rights arising from a security, the holder of a nominee account shall follow the instructions of the client. At the request of the client, the holder of a nominee account shall grant authorisation in the required format to the client in order for the client to represent the holder in the exercise of rights arising from securities. Pursuant to the procedure established by the minister responsible for the area, the holder of the nominee account may grant the authorisation in the form of a joint list to the clients to represent the holder of the nominee account at the general meeting of the shareholders. In the exercise of voting rights arising from the securities of the same type and representing equal rights held in a nominee account on behalf of clients, the holder of the nominee account is entitled to vote according to the instructions received from the clients.“
Consequently, in order for the shareholder behind the nominee account held by LHV Pank to attend and vote for LHV Pank in the General Meeting of AS Tallinna Vesi to the extent of the shares held by the shareholder, AS LHV Pank must issue them a proxy for this purpose. The identification documents and documents certifying the right of representation required to participate in the General Meeting, together with an example of a proxy form, have been published here, however, the proxy should also take into account the procedure established by the Minister of Finance referred to in the previous section and published at here.