2012: Notice to convene the Annual General Meeting of Shareholders
The Management Board of AS Tallinna Vesi (reg. nr. 10257326, Ädala 10, 10614 Tallinn) announces that AS Tallinna Vesi’s Annual General Meeting of Shareholders shall be held on Tuesday, 22nd of May 2012 at 09.00 (GMT+2) in the Tallink Spa & Conference hotel (Sadama 11a, 10111, Tallinn) 2. floor conference room “Galaxy 1+Galaxy 2”. Registration of participants of the meeting will start on 22nd May 2012 at 08.30 am (GMT+2) at the location of the meeting.
The agenda and proposals for the Annual General Meeting approved by the Supervisory Council are as follows:
1. Approval of 2011 Annual Report
Council proposal: To approve the 2011 Annual Report.
2. Distribution of profit
Council proposal: The net profit of the Company in 2011 is 21 513 000 euros. To distribute 16 800 600 euros of AS Tallinna Vesi’s retained earnings of 40 863 000 euros as at 31st December 2011, incl. from the net profit of 21 513 000 euros for the year 2011, as dividends, of which 0,84 euros per share shall be paid to the owners of the A-shares and 600 euros per share shall be paid to the owner of the B-share. Remaining retained earnings will remain undistributed and allocations from net profit will not be made to the reserve capital.
Based on the dividend proposal made by the Management Board, the Council proposes to the general meeting to decide to pay the dividends out to the shareholders on 15th June 2012 and to determine the list of shareholders entitled to receive dividends on the basis of the share ledger as at 23.59 on 5th June 2012.
3. Removal of member of the Supervisory Council
Council proposal: Due to the fact that the term of office of Robert John Gallienne, Valdur Laid, Mart Mägi and Rein Ratas as authorized Council members of AS Tallinna Vesi expired on 18th May 2012, then there is no need to recall them prior to nomination for re-election.
The term of office of the elected Council member Mr Simon Roger Gardiner is going to expire on 14th December 2012, to recall Mr Simon Roger Gardiner from the Supervisory Council of AS Tallinna Vesi before the specified term.
4. Election of members of the Supervisory Council
4.1. Council proposal: To elect Mr. Robert John Gallienne as a Supervisory Council member of AS Tallinna Vesi from 22nd May, 2012.
4.2. Council proposal: To elect Mr. Simon Roger Gardiner as a Supervisory Council member of AS Tallinna Vesi from 22nd May, 2012.
4.3. Council proposal: To elect Mr. Valdur Laid as a Supervisory Council member of AS Tallinna Vesi from 22nd May, 2012.
4.4. Council proposal: To elect Mr. Mart Mägi as a Supervisory Council member of AS Tallinna Vesi from 22nd May, 2012.
4.5. Council proposal: To elect Mr. Rein Ratas as a Supervisory Council member of AS Tallinna Vesi from 22nd May, 2012.
5. Election of auditor
Council evaluation of the auditor’s work and proposal:
AS PricewaterhouseCoopers has provided auditing services for AS Tallinna Vesi during the financial year of 2011 pursuant to the agreement concluded between AS PricewaterhouseCoopers and AS Tallinna Vesi in 2008. In the opinion of the Supervisory Council, AS PricewaterhouseCoopers has provided services in compliance with the agreement and the Supervisory Council has no complaints regarding the quality of the auditing services.
To appoint AS PricewaterhouseCoopers as the auditor and Tiit Raimla as the lead auditor for the financial year of 2012. To approve the principles for remuneration of the auditor as per the agreement signed with the auditor.
6. Letter from the shareholders to the Government of the Republic of Estonia
Council proposal: To send the question prepared by one of the ASTV´s shareholders to the Minister of Economic Affairs and Communications and Prime Minister of Estonia asking:
“What actions is the Minister of Economic Affairs and Communications going to take to ensure that the investments made by local and overseas investors into Tallinna Vesi and Estonia are given due protection within the Estonian legal framework from the recent changes in the law that have significantly changed the conditions that were valid during the privatization process and its initial public offering on Tallinn Stock Exchange?”
7. Management Board’s presentation on the tariffs dispute
Shareholders, whose shareholding represents at least 1/20 of the share capital, may request for additional items to be added to the agenda of the General Meeting, if the respective request is submitted in writing at least 15 days prior to the General Meeting, i.e. by 6th May 2012 at the latest. Shareholders, whose shareholding represents at least 1/20 of the share capital, may submit their draft resolutions to each agenda item, incl. additional agenda items in writing up to 3 days before the General Meeting, i.e. by the close of business (17.00, GMT+2) on 18th May 2012 at the latest. The process of exercising these rights is published in more detail on AS Tallinna Vesi’s website at www.tallinnavesi.ee, where the draft resolutions and explanations submitted by the shareholders will also be published after their receipt.
After the agenda items of the General Meeting have been exhausted, including any additional items, the shareholders may inquire about the Company’s activities from the Management Board of AS Tallinna Vesi according to the procedure published on the Company’s website at www.tallinnavesi.ee.
Background information regarding the agenda, the 2011 Annual Report of AS Tallinna Vesi, the Council report, the auditor’s report, the dividends’ proposal, the principles of remuneration of the auditor, the proposals for resolutions, as well as reasoning for additional agenda items together with the proposals submitted by shareholders for resolution, other documents submitted for the General Meeting in accordance with the law, and other important data regarding the agenda, incl. data regarding Council member candidates and auditor’s candidate are available on AS Tallinna Vesi’s website at www.tallinnavesi.ee, where you will also find an overview of documents that the shareholders or their representatives are required to take along in order to be able to participate at the General Meeting (whether in person or by proxy).
The 2011 Annual Report of AS Tallinna Vesi, Council Report and the auditor’s report are also available for review on the website of NASDAQ OMX Tallinn Stock Exchange http://www.nasdaqomxbaltic.com/.
In case you have any questions regarding the Annual General Meeting of shareholders or the agenda items, please contact our Head of Communications, Ms Mariliis Mia Topp via e-mail firstname.lastname@example.org or telephone +372 62 62 275. The questions, answers and the minutes of the General Meeting shall be published on the Company’s website. Written notices of appointing shareholder representatives or of withdrawing authorizations of representatives can also be sent to the above e-mail address until the business day preceding the date of General Meeting, on 21st May 2012 at the latest.
Shareholder representatives are kindly asked to bring along a valid identification document and a valid written power-of-attorney. In the case of corporate entities we request you also bring a valid copy of your registry card. Each document issued by a foreign country’s official must be either legalized or authenticated with a document certificate apostille and preferably translated into Estonian. Should the shareholder require a power-of-attorney for its representative, a proxy form is available at AS Tallinna Vesi’s website under the section “Identification documents required for attending the General Meeting”.
The shareholders’ right to vote at the General Meeting will be determined on the basis of the share ledger as at 23.59 (GMT+2) on 15th May 2012.