2023: Resolutions adopted by the Annual General Meeting of shareholders
The Management Board of AS Tallinna Vesi (hereinafter the Company) convened the Annual General Meeting of Shareholders with the proposal for the resolutions set out below to be adopted by shareholders. The notice about convening the Annual General Meeting was published in the stock exchange information system and on the Company´s website on 09 May 2023 and in the daily newspaper Eesti Päevaleht on 10 May 2023.
Votes were submitted by a total of 27 shareholders of the Company, whose votes represented 15 215 239 of the 20 million votes represented by shares of the Company, i.e. 76,08% of all votes represented by shares.
On 01 June 2023, the shareholders of the Company adopted the following resolutions:
1. Approval of 2022 Annual Report
RESOLUTION: To approve the consolidated 2022 Annual Report of the Company as submitted to the General Meeting.
The resolution was approved with 15 211 778 votes in favor (ie 99,98 of all votes represented at the meeting)
2. Distribution of profit
RESOLUTION: 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.
The resolution was approved with 15 199 704 votes in favor (ie 99,90% of all votes represented at the meeting)
3.1. Recalling of Mr Allar Jõks from the Supervisory Council
RESOLUTION: 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).
The resolution was approved with 15 146 422 votes in favor (ie 99,55% of all votes represented at the meeting)
3.2 Election of Mrs Gerli Kivisoo as a new Supervisory Council member
RESOLUTION: To elect Mrs 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.
The resolution was approved with 15 214 472 votes in favor (ie 99,99% of all votes represented at the meeting)
4. Election of an auditor
RESOLUTION: 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.
The resolution was approved with 15 210 738 votes in favor (ie 99,97% of all votes represented at the meeting)
The presentation of the Annual General Meeting is available here.