2021: Adoption of resolutions by shareholders of AS Tallinna Vesi without convening a general meeting notice
The Management Board of AKTSIASELTS TALLINNA VESI (registry code 10257326, address Ädala 10, 10614 Tallinn) (hereinafter also the „Company”) introduces to the shareholders the draft resolutions for adoption without convening a meeting in accordance with § 299¹ of the Commercial Code.
Shareholders are invited to vote on the draft resolutions provided below by filling in the ballot on the website of the Company www.tallinnavesi.ee and send the votes along with the documents certifying the right of representation, listed below, to the Management Board of the Company no later than 9.00 (here and hereafter Estonian time) on Thursday, 1 April 2021. For sending the ballot and the documents certifying the right of representation listed below, we ask to choose a method, which ensures the arrival thereof by the above deadline. If a shareholder fails to notify by the above deadline whether he/she votes against or in favour of the resolution, the shareholder shall be deemed to have voted against the resolution.
The list of shareholders entitled to vote on the adoption of resolutions will be established 7 days prior to the deadline set for voting, i.e. at the end of the working day of the settlement system of Nasdaq CSD Eesti on 25 March 2021.
The proposals of the Management Board, as approved by the Supervisory Council, for the resolutions to be adopted are as follows:
1. Recalling of Supervisory Council members
1.1. Recalling of Mr Simon Roger Gardiner from the Supervisory Council
To recall Mr Simon Roger Gardiner from the Supervisory Council of the Company. The term of Mr Simon Roger Gardiner shall expire on 31 March 2021.
1.2. Recalling of Mr Martin Padley from the Supervisory Council
To recall Mr Martin Padley from the Supervisory Council of the Company. The term of Mr Martin Padley shall expire on 31 March 2021.
2. Election of Supervisory Council members
2.1. Election of Mr Mart Mägi as a Supervisory Council member
To elect Mr Mart Mägi as a member of the Supervisory Council of the Company from 1 April 2021 for the term set out in the Articles of Association of the Company.
2.2. Election of Mr Robert Kitt as a Supervisory Council member
To elect Mr Robert Kitt as a member of the Supervisory Council of the Company from 1 April 2021 for the term set out in the Articles of Association of the Company.
3. Amendment of the Articles of Association and approval of the new wording for the full document
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 new wording of the Articles of Association is available on AS Tallinna Vesi’s website “Investor->Adoption of Shareholders’ Resolutions->[…]-> Draft for the Articles of Association”.
4. Acquisition of one B share of the Company by the Company and the acquisition conditions
To give consent to the Company for the acquisition of one B share with the nominal value of 60 (sixty) euros from the City of Tallinn and to pay the City of Tallinn 60 (sixty) euros for the B share. The acquisition shall be completed by 1 May 2021 at the latest.
Requesting information from the Management Board and background information
Shareholders are entitled to request information from the Company’s Management Board by e-mail sending their requests no later than 23.59 on 29 March 2021. Background information about the draft resolutions and other significant information relating to the agenda, incl. the information about the candidates for the positions of Supervisory Council members, is available on AS Tallinna Vesi’s website www.tallinnavesi.ee. The website also provides an overview of documents that the authorised representative of a shareholder are required to submit to the Company along with the resolutions.
Please e-mail the questions relating the resolutions of shareholders, the appointment of a shareholder representative and voting to Ms. Laura Korjus, Head of Communications of the Company (e-mail: laura.korjus(ät)tvesi.ee, telephone: +372 62 62 271) no later than 23.59 on 29 March 2021.
The questions, answers, resolutions and full minutes will be published on the website of AS Tallinna Vesi.
Appointing a proxy
We ask everybody, who are going to appoint a proxy for themselves, e-mail the digitally signed proxies to tvesi(ät)tvesi.ee. In the absence of the opportunity for a digital signature, please e-mail a scanned copy of the signed proxy to tvesi(ät)tvesi.ee and send the original signed proxy by post to the Company at: Ädala Str 10, 10614 Tallinn, Estonia. If the proxy bears a handwritten signature, we request that the copy of the identification document of the person delegating the authority, displaying the person’s specimen signature, be added. The proxy form is available on AS Tallinna Vesi’s website “Investor->Adoption of Shareholders’ Resolutions->[…]->Identification documents required”.
Requirements for proving the authorisation to represent a shareholder
Along with the ballot and the proxy, we request a representative of a shareholder to present a copy of a valid identity document. In the case of legal persons, we request an excerpt of the valid registry card from the Commercial Registry be added to the ballot. Shareholders who are natural persons are kindly requested to submit, along with the ballot, the copy of the identification document, displaying the shareholder’s specimen signature, unless the ballot has been digitally signed.
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. We request that the scanned copies of the documents listed above be e-mailed to tvesi(ät)tvesi.ee and the original copies of the documents be sent by post to the Company at: Ädala Str 10, 10614 Tallinn, Estonia.
Requirements for the signing and sending the ballot
A shareholder shall sign the ballot either electronically or by a handwritten signature. The shareholder shall e-mail the electronically signed ballot or a scanned copy of the ballot with a handwritten signature to the e-mail address: tvesi(ät)tvesi.ee by the date given above. We also request the ballot with the original handwritten signature to be sent by post to the Company’s address at: Ädala Str 10, 10614 Tallinn, Estonia
The notice of adoption of resolutions of shareholders of AS Tallinna Vesi without convening a general meeting calling the general meeting will be published in the daily newspaper Eesti Päevaleht on 10 March 2021.
The resolutions adopted by shareholders shall be disclosed as a stock announcement and on the website of the Company no later than 1 April 2021. The full minutes will be made available after 7 days from the due date established for shareholders to submit their positions.