2016: Decisions of the Annual General Meeting of Shareholders
AS Tallinna Vesi’s Annual general Meeting of Shareholders was held on Thursday, 2nd of June 2016 from 09:00-10:24 at the Hotel Euroopa conference room “Lääne-Euroopa”. 15 068 344 häält, i.e. 75,34% of the Company’s 20 million votes were represented at the meeting.
THE AGENDA OF THE ANNUAL GENERAL MEETING:
Item of Agenda no 1. Approval of 2015 Annual Report
RESOLUTION: with 15 060 574 votes in favour ( i.e. 99,96 % of all votes represented at the Annual General Meeting) to approve the 2015 Annual Report.
Item of Agenda no 2. Distribution of profit
RESOLUTION: with 15 064 651 votes in favour (i.e. 99,99 % of all votes represented at the Annual General Meeting) to approve the profit distribution proposal The net profit of the Company in 2015 is 19 858 000 (nineteen million eight hundred fifty eight thousand) euros. To distribute EUR 18 000 600 (eighteen million six hundred) euros of AS Tallinna Vesi’s retained earnings of 50 995 000 (fifty million nine hundred ninety five thousand) euros as of 31.12.2015, incl. from the net profit of 19 858 000 (nineteen million eight hundred fifty eight thousand) euros for the year 2015, as dividends, of which 0,90 euros (zero point ninety) euros per share shall be paid to the owners of the A-shares and 600 (six hundred) euros per share shall be paid to the owner of the B-share. Remaining retained earnings will remain undistributed and allocations from the net profit will not be made to the reserve capital.To pay the dividends out to the shareholders on 27th June 2016 and to determine the list of shareholders entitled to receive dividends on the basis of the share ledger as at 23.59 on 16th June 2016.
Item of Agenda no 3. Amendment of Articles of Association
RESOLUTION: with 15 048 923 votes in favour of A-shareholders (i.e 99,89 % of all votes of A-shares represented at the Annual General Meeting) and with 1 vote in favour of B-shareholder (i.e. 100 % of all votes of B-shares represented at the Annual General Meeting) to add a new clause 6.2.9 into the Articles of Association and approve the new wording of the Articles of Association. as follows:
„6.2.9. Electronic participation in a general meeting
6.2.9.1 The shareholders may vote on the draft resolutions prepared in respect to the items on the agenda of a general meeting using electronic means prior to the general meeting or during the general meeting if it is possible in a technically secure manner and it is established in the notice to convene a general meeting.
6.2.9.2 The procedure of the electronic voting shall be determined by the management board. Electronic voting shall be performed in a format which can be reproduced in writing.
6.2.9.3 The notice to convene a general meeting shall establish, whether electronic voting can be performed and shall include a reference to the procedure of the electronic voting determined by the management board.
6.2.9.4 The shareholder who voted using electronic means shall be deemed to have taken part in the general meeting and the votes represented by the shareholder’s shares shall be accounted as part of the quorum of the general meeting unless otherwise provided by law.”
Item of Agenda no 4. Election of members of Supervisory Council
RESOLUTION nr 1: with 14 830 946 votes in favour (i.e. 98,44 % of all votes represented at the Annual General Meeting) to elect Mr. Rein Ratas as a Supervisory Council member of AS Tallinna Vesi from 2nd June, 2016
RESOLUTION nr 2: with 15 048 250 votes in favour (i.e. 99,88 % of all votes represented at the Annual General Meeting) to elect Mr. Mart Mägi as a Supervisory Council member of AS Tallinna Vesi from 2nd June, 2016
RESOLUTION nr 3: with 15 056 780 votes in favour (i.e. 99,94 % of all votes represented at the Annual General Meeting) to elect Mr. Simon Roger Gardiner as a Supervisory Council member of AS Tallinna Vesi from 2nd June, 2016
RESOLUTION nr 4: with 15 059 560 votes in favour (i.e. 99,96 % of all votes represented at the Annual General Meeting) to elect Mr. Martin Padley as a Supervisory Council member of AS Tallinna Vesi from 1st of November,2016.
Item of Agenda no 5. Election of auditor
RESOLUTION: with 15 024 109 votes in favour (i.e 99,72 % of all votes represented at the Annual General Meeting) to appoint AS PriceWaterhouseCoopers as the auditor and Mr. Ago Vilu as the lead auditor for the financial year of 2016. To pay the fee to the auditor as per contract to be entered into.
Item of Agenda no 6. CEO pdate
CEO update can be found here.