2024: Notice to convene the Annual General Meeting of Shareholders of Aktsiaselts Tallinna Vesi
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, 30 May 2024 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 09:30 (UTC+3) on 30 May 2024 at the place of the General Meeting. Registration will end at 10:00 (UTC+3). We kindly ask shareholders and their representatives to arrive as early as necessary, considering the time required to register participants. The organizers of the meeting have the right not to take into account late requests to register and attend 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 23 May 2024.
The Supervisory Council has approved the agenda of the Annual General Meeting of Shareholders with the following proposals:
1. Approval of 2023 Annual Report
Supervisory Council’s proposal:
To approve the consolidated 2023 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 2023 is €12 844 thousand. To distribute €10 200 thousand of the Company’s retained earnings of €79 059 thousand as of 31/12/2023 (incl. from the net profit of 12 844 thousand for the year 2023). €0.51 per share will be paid to the shareholders as dividends.
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 27 June 2024. The list of shareholders entitled to receive dividends will be established as of 19 June 2024 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 18 June 2023. A person acquiring the shares from 18 June 2024 onwards shall not be entitled to receive the dividends determined by this decision.
3. Extension of the authorities of Supervisory Council member
Supervisory Council’s proposal:
To extend Mr Priit Rohumaa’s term as a Supervisory Council member of AS Tallinna Vesi as of 04 June 2024 for the next statutory term of office.
4. Changes to the remuneration of the Supervisory Council members
Supervisory Council’s proposal:
According to the proposal of the Management Board to confirm as of 01/06/2024 remuneration for the performance of their services for the Chairman of the Supervisory Board in the amount of EUR 2,000 and for the member of the Supervisory Board in the amount of EUR 1,000 per month.
The current remuneration for the performance of the Chairman of the Supervisory Board and the member of the Supervisory Board, EUR 532 per month, was approved by the General Meeting of Shareholders as of 22/11/2005.
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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 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: tvesi@tvesi.ee) no later than 15 days prior to the General Meeting, i.e., the Company has received them by 15 May 2024 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 27 May 2024 at the latest. The process of exercising those rights is published in more detail on the Company’s website at www.tallinnavesi.ee, >Investor->Shareholders Meeting->30.05.2024, 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, >Investor->Shareholders Meeting->01.05.2023. 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 29 May 2024 at the latest. Background information about the agenda (incl. the notice to convene the General Meeting), the 2023 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 >Investor->Shareholders Meeting->30.05.2024. 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 § 294.1 of the Commercial Code.
The Company’s 2023 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 Melika Kiilmaa, General Counsel of the Company (melika.kiilmaa@tvesi.ee, telephone: +372 626 2200). The questions, answers and minutes of the General Meeting will be published on the Company’s website www.tallinnavesi.ee >Investor->Shareholders Meeting->30.05.2024. A written or electronically signed notice of the appointment of a shareholder’s representative or withdrawal of the representative’s authorisation may also be sent to the above e-mail address no later than on the business day preceding the general meeting by 5 p.m. on 29 May 2024.
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 29 May 2024 at the latest and e-mail the digitally signed proxies to tvesi@tvesi.ee. In the absence of the opportunity of a digital signature, we ask a copy of the proxy to be e-mailed to tvesi@tvesi.ee and the original proxy to be sent by post to the Company at: Ädala 10, 10614 Tallinn, Estonia by 17:00 (UTC+3) on 29 May 2024 at the latest. The proxy form is available on the Company’s website www.tallinnavesi.ee >Investor->Shareholders Meeting->30.05.2024->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 (29 May 2024) by using the ballot paper published on the Company’s website www.tallinnavesi.ee >Investor->Shareholders Meeting->30.05.2024 and by sending the properly completed and electronically signed ballot paper by e-mail to tvesi@tvesi.ee. 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 www.tallinnavesi.ee >Investor->Shareholders Meeting->30.05.2024. 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 foreign 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 Postimees on 08 May 2024.
The minutes of the General Meeting will be made available on the Company’s website www.tallinnavesi.ee >Investor->Shareholders Meeting->30.05.2024 no later than seven days after the meeting.
Sincerely
Aleksandr Timofejev
Chairman of the Management Board
Aktsiaselts Tallinna Vesi
(+372) 626 2200
aleksandr.timofejev@tvesi.ee