2022: Adoption of resolutions of shareholders of AS Tallinna Vesi without convening an extraordinaly general meeting
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 an extraordinary 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 09:00 (here and hereafter Estonian time) on Thursday, 13 January 2022. 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 6 January 2022.
The proposals of the Management Board, as approved by the Supervisory Council, for the resolutions to be adopted are as follows:
- Recalling of Supervisory Council member
1.1. Recalling of Ms Katrin Kendra from the Supervisory Council
To recall Ms Katrin Kendra from the Supervisory Council of the Company. The term of Ms Katrin Kendra shall expire on 13 January 2022.
- Election of Supervisory Council member
2.2. Election of Mr Silver Tamm as a Supervisory Council member
To elect Mr Silver Tamm as a member of the Supervisory Council of the Company from 14 January 2022 for the term set out in the Articles of Association of the Company.
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 11 January 2022. Background information about the candidate for the position of Supervisory Council member is published on the website of AS Tallinna Vesi 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: firstname.lastname@example.org, telephone: +372 62 62 271) no later than 23:59 on 11 January 2022.
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 email@example.com. In the absence of the opportunity for a digital signature, please e-mail a scanned copy of the signed proxy to firstname.lastname@example.org 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 be added to the ballot. From a shareholder being a natural person we request a copy of the identification document of the person, displaying the person’s specimen signature along with he voting ballot unless the voting ballot is signed digitally. 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 email@example.com and the original copies of the documents be sent by post to the Company at: Ädala Str 10, 10614 Tallinn, Estonia with the delivery on 13 January 2022 at 9.00 at the latest.
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: firstname.lastname@example.org 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 with the delivery on 13 January 2022 at 9:00 at the latest.
The notice of adoption of resolutions of shareholders of AS Tallinna Vesi without convening an extraordinary general meeting will be published in the daily newspaper Eesti Päevaleht on 22 December 2021.
The resolutions adopted by shareholders shall be disclosed as a stock announcement and on the website of the Company no later than 13 January 2022. The full minutes will be made available after 7 days from the due date established for shareholders to submit their positions.