2023: Notice to convene the Annual General Meeting of Shareholders
The Management Board of AS TALLINNA VESI (registry code 10257326, Ädala 10, 10614 Tallinn) (hereinafter also “the Company”) announces that the Annual General Meeting of Shareholders of the Company will be held on Thursday, 1 June 2023 at 10:00 (UTC+3) in the Blue Auditorium at the Water Treatment Plant at Ülemiste (Address: Järvevana Road 3, Tallinn, Estonia). Registration of the shareholders wishing to participate in the Annual General Meeting in person, will start at 09:00 (UTC+3) on 1 June 2023 at the place of the General Meeting. Registration will end at 09:50 (UTC+3). We kindly ask shareholders and their representatives to arrive as early as possible, considering the time required to register participants. The organizers of the meeting have the right not to take into account late requests for participation and registration in the meeting.
The list of shareholders having the right to vote will be established 7 days prior to the Annual General Meeting, i.e., at the end of business day of the settlement system of Nasdaq CSD Eesti on 25 May 2023.
The Supervisory Council has approved the agenda of the Annual General Meeting of Shareholders with the following proposals:
1. Approval of 2022 Annual Report
Supervisory Council’s proposal:
To approve the consolidated 2022 Annual Report of the Company as submitted to the General Meeting.
2. Distribution of profit
Supervisory Council’s proposal:
The net profit of the Company in 2022 is €8,406 thousand. To distribute €6,600 thousand of the Company’s retained earnings of €72,814 thousand as of 31/12/2022, incl. from the net profit of €8,406 thousand for the year 2022, as dividends of which €0.33 per share will be paid to the shareholders.
The rest of retained earnings shall remain undistributed.
No allocations shall be made from the net profit to the reserve capital.
Based on the dividend proposal made by the Management Board, the Supervisory Council proposes to decide to pay the dividends out to the shareholders on 28 June 2023. The list of shareholders entitled to receive dividends will be established as at 20 June 2023 at the closure of business day of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 19 June 2023. A person acquiring the shares from 19 June 2023 onwards shall not be entitled to receive the dividends determined by this decision.
3. Recall of a Supervisory Council member and election of a new Supervisory Council member
3.1. Recalling of Mr Allar Jõks from the Supervisory Council
Supervisory Council’s proposal:
In view of the expiry of the 10-year term of office (criterion for an independent Board Member in accordance with the Corporate Governance Recommendations), to grant the resignation presented by Mr Allar Jõks and recall him from the Supervisory Council (end of term 01/06/2023).
3.2 Election of Gerli Kivisoo as a new Supervisory Council member
Supervisory Council’s proposal:
To elect Gerli Kivisoo as a new independent member of the Supervisory Council for a term of office of three (3) years from 2 June 2023. The activities of the Member of the Supervisory Council will be remunerated in accordance with clause 3 of the Minutes of the General Meeting of the Company of 22/11/2005.
4. Election of an auditor
Supervisory Council’s proposal: To appoint Aktsiaselts PricewaterhouseCoopers (registry code 10142876) as the auditor of the Company for the financial years of 2023 and 2024 and authorize the Management Board of the Company to extend the current agreement with the said auditor (including the procedure for remuneration of the auditor) for two years.
Accepting additional items to the agenda of the Annual General Meeting
Shareholders with their shares representing at least 1/20 of the share capital may make proposals regarding agenda items (including nominate alternative candidates for members of the Supervisory Council) and request adding extra items to the agenda of the General Meeting, provided that this request is submitted in writing by post (Ädala 10, 10614 Tallinn) or electronically (email: email@example.com) no later than 15 days prior to the General Meeting, i.e., the Company has received them by 17 May 2023 at the latest. Shareholders with their shares representing at least 1/20 of the share capital, may submit their draft resolutions in writing for each agenda item no later than 3 days prior to the General Meeting, i.e., by the end of the day (23:59 UTC+3) on 29 May 2023 at the latest. The process of exercising those rights is published in more detail on the Company’s website at www.tallinnavesi.ee, where also the draft resolutions and reasoning submitted by shareholders will be published after the receipt thereof.
Requesting information from the Management Board and background information
After the agenda items of the General Meeting, including any additional items, have been discussed, the shareholders may inquire information about the Company’s activities from the Management Board in accordance with the procedure published on the Company’s website at www.tallinnavesi.ee. Shareholders have the right to request information from the Company’s Management Board also by e-mail by sending their questions before the General Meeting by 17:00 (UTC+3) on 31 May 2023 at the latest. Background information about the agenda (incl. the notice to convene the General Meeting), the 2022 Annual Report of the Company, the Supervisory Council report, the Auditor’s report, the proposal for distribution of profit, reasonings regarding agenda items along with respective draft resolutions, as well as any other information and documents subject to disclosure under legal acts, and other important information regarding the agenda, are available on the Company’s website at www.tallinnavesi.ee. The website also provides an overview of documents that the shareholders are required to take along in order to be able to participate in the General Meeting (either in person or by proxy) and information provided in § 2941 of the Commercial Code.
The Company’s 2022 Annual Report and the Auditor’s report are also available on Nasdaq Baltic’s website at http://www.nasdaqbaltic.com.
Please send the questions regarding the Annual General Meeting of Shareholders, its agenda, electronic voting or the appointment of a shareholder representative to Ms Maria Tiidus, Head of Communications of the Company (firstname.lastname@example.org, telephone: +372 626 2271). The questions, answers and minutes of the General Meeting will be published on the Company’s website. Written notices of appointing shareholder representatives or notices of withdrawal of authorizations of representatives can also be sent to the above e-mail address no later than during the business day preceding the General Meeting, i.e., 17:00 (UTC+3) on 31 May 2023 at the latest.
Appointing a proxy
We ask everybody, who are going to appoint a proxy for themselves, inform us about their intent by 17:00 (UTC+3) on 31 May 2023 at the latest and e-mail the digitally signed proxies to email@example.com. In the absence of the opportunity of a digital signature, we ask a copy of the proxy to be e-mailed to firstname.lastname@example.org and the
original proxy to be sent by post to the Company at: Ädala 10, 10614 Tallinn, Estonia by 17:00 (UTC+3) on 31 May 2023 at the latest. The proxy form is available on the Company’s website “Investor->Shareholders Meeting->01.05.2023->Identification documents required for attending the General Meeting”.
Electronic voting. The possibility to vote in advance using electronic means will be opened from the publication of the notice to convene the General Meeting until 17:00 (UTC+3) the day before the General Meeting (31 May 2023) by using the ballot paper published on the Company’s website and by sending the properly completed and electronically signed ballot paper by e-mail to email@example.com. A shareholder who voted using electronic means shall be deemed as having participated in the General Meeting and their votes represented by shares shall be counted in the quorum of the General Meeting. The detailed procedure and instructions for voting in advance using electronic means are published on the Company’s website. It is not possible to participate in the General Meeting using electronic means without being physically present at the General Meeting.
Documents proving identity and right of representation required for attending the General Meeting
Shareholders are kindly requested to bring along a valid identification document. Shareholder representatives are kindly requested to bring along a valid identification document and a valid written proxy (see here above “Appointing a proxy”). In the case of legal persons, we kindly request you also bring a valid copy of the registry card, showing the representative’s right of representation. Each document issued by a foreign country’s official must be either legalized or authenticated with a document certificate apostille and have a translation into Estonian certified by a sworn translator attached.
The notice to convene the General Meeting will be published in the daily newspaper Eesti Päevaleht on 10 May 2023.
After the end of the General Meeting all shareholders and the journalists may have a guided tour in the Water Treatment Plant to familiarise with its processes. The tour will take approx. 1,5 hours. We kindly ask you to notify of your interest ahead by e-mailing at firstname.lastname@example.org.
The minutes of the General Meeting will be made available on the Company’s website no later than seven days after the meeting.
Chairman of the Board of AKTSIASELTS TALLINNA VESI