2023: Procedure for Electronic Voting and Voting Ballot
A Form of Voting Ballot for Electronic Voting can be found here.
The procedure for electronic voting at the Annual General Meeting of Shareholders (hereinafter the General Meeting) to be held on 1 June 2023 has been established by the Management Board of AS Tallinna Vesi (hereinafter the Company) pursuant to the clause 6.2.9 of the Articles of Association and § 2982 of the Commercial Code as follows.
Shareholders may vote on the draft resolutions prepared on items in the agenda of the General Meeting, using electronic means, before the General Meeting as follows:
1. The possibility to vote will be opened from publishing the notice to convene the General Meeting until 17:00 (UTC+3) on the day preceding the day of the General Meeting (31 May 2023).
2. 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, unless otherwise provided by law.
3. Together with the notice to convene the General Meeting, the Management Board shall make public the form of ballot paper in electronic form (in the form of a word-processing file) both in Estonian and in English, prepared in order to vote on the draft resolutions prepared on items in the agenda of the General Meeting (hereinafter the ballot paper). Each shareholder shall choose whether they want to use the ballot paper in Estonian or in English. Ballot papers in Estonian and in English carry equal weight in calculation of the votes.
4. For electronic voting, a shareholder shall complete the ballot paper by stating their vote in an unambiguous manner (in Estonian ‘hääletan poolt’, ‘hääletan vastu’ or ‘olen erapooletu’; in English ‘I vote in favour’, ‘I vote against’ or ‘I abstain’) for each draft resolution and shall endorse the ballot paper by signing it electronically with a qualified e-signature (in Estonia, for example, using an ID-card, a Mobile-ID, or a Smart-ID account that meets a qualified e-signature standard).
5. The shareholder shall e-mail the completed and signed ballot paper to the Management Board to the e-mail address tvesi@tvesi.ee by the date indicated in clause 1 at the latest.
6. In case a shareholder has appointed a proxy to complete and sign the ballot paper for themselves, the documents certifying right of representation required for attending the General Meeting indicated in the notice to convene the General Meeting shall be presented together with the ballot paper. In case the document certifying the right to represent a shareholder can only be provided on paper, it must be forwarded to the Company address at Ädala 10, 10614 Tallinn by 17:00 (UTC+3) on 31 May 2023 at the latest. In case a shareholder is a legal person who has registered their right of representation in the Estonian commercial register (legal right of representation of a Member of the Management Board or the procurator), there is no need to provide the document certifying right of representation together with the ballot paper.
7. The shareholder shall be notified of the receipt of their ballot paper at the earliest opportunity after the ballot paper has been received and technically examined, by e-mail to the address from which the ballot paper was sent.
8. The Management Board shall be entitled not to take into account the ballot papers received by the Management Board after the date indicated in clause 1, or which do not adhere to the voting procedure in whichever regard, or which are unclear. In the event that the timely receipt of the ballot paper is prevented by technical problems, the Management Board shall be entitled to take a decision on the taking into account of votes received after the deadline until the relevant draft resolution is put to the vote at the General Meeting.
9. In the event that a shareholder sends several completed ballot papers to the Management Board, the ballot paper received later in time shall be considered valid. All earlier ballot papers of that shareholder shall be considered invalid.
10. In the event that a shareholder has sent one or more completed ballot papers but also attends the General Meeting in person, all the ballot papers submitted by the shareholder shall be considered invalid.
Approved by the decision of the Management Board on May 4 2023