2021: Resolutions adopted by shareholders without convening a general meeting

The Management board of AS Tallinna Vesi (hereinafter the Company) submitted to the shareholders the proposal for the resolutions set out below to be adopted by shareholders without convening a general meeting. The notice about the adoption of resolutions without convening a general meeting was published in the stock exchange information system and on the Company’s website: https://tallinnavesi.ee/en/investor/adoption-of-resolutions-by-shareholders/ on 9 March 2021 and in the daily newspaper Eesti Päevaleht on 10 March 2021.

Votes were submitted by a total of 18 shareholders of the Company, whose votes represented 14 193 020 votes of the 20 million votes represented by A shares of the Company, i.e. 70,97 % of all votes represented by A shares and 1 vote represented by the B share of the Company, and who submitted their votes in time, i.e. by 9:00 Estonian time, 1 April 2021. If a shareholder did not give notice of whether the shareholder was in favour of or opposed to a resolution, by the due date specified above, it shall be deemed that the shareholder voted against the resolution (§ 299¹ (2) of the Commercial Code), and such votes shall be recorded as votes given against a resolution in the Record of Voting.

On 1 April 2021, the shareholders of the Company adopted the following resolutions:

Resolution no 1.1.        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.

The resolution was adopted by a majority vote of 70,15 %

Resolution no 1.2.        To recall Mr Martin Padley from the Supervisory Council of the Company. The term of Mr Martin Padley shall expire on 31 March 2021.

The resolution was adopted by a majority vote of 70,15 %

Resolution no 2.1.        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.

The resolution was adopted by a majority vote of 70,15 %

Resolution no 2.2.        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.

The resolution was adopted by a majority vote of 70,15 %

Resolution no 3.           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 resolution was adopted by a majority vote of 70,96 % represented by A shares and one vote represented by the B share (i.e. 100% of the votes represented by B shares)

Resolution no 4.           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.

The resolution was adopted by a majority vote of 70,97 %

The Record of Voting of the resolutions of shareholders is available on the Company’s website https://tallinnavesi.ee/en/investor/adoption-of-resolutions-by-shareholders/.