2011: Notice to convene the Annual General Meeting of Shareholders
AS Tallinna Vesi’s Annual General Meeting of Shareholders was held on Tuesday, 24th of May 2011 from 09.00-12.00 at the Radisson Blu Hotel Olümpia. 16 364 448 votes, i.e 81,82% of the Company’s 20 million votes were represented at the meeting.
The agenda of the Annual General Meeting:
1. Approval of Annual Report
RESOLUTION: With 16 355 047, i.e. 99.94% votes in favour, to approve the 2010 Annual Report.
2. Distribution of profit
RESOLUTION: With 16 361 543, i.e. 99.98% votes in favour, to approve the profit distribution proposal and to distribute 16 000 639,12 euros of AS Tallinna Vesi’s retained earnings of 540 873 749 kroons or 34 568 133 euros as at 31.12.2010, incl. from the net profit of 256 684 119 kroons or 16 405 105 euros for the year 2010, as dividends, of which 0,8 euros per share shall be paid to the owners of the A-shares and 639,12 euros per share shall be paid to the owner of the B-share. Remaining retained earnings will remain undistributed and no allocations will be made from net profit to the reserve capital. To determine the list of shareholders entitled to receive dividends on the basis of the share ledger as at 23.59 on 08 June 2011.
3. Amending the Articles of Association
RESOLUTION: With 16 354 213, i.e. 99.94% votes in favour, to approve the Articles of Association of the Company in the new wording as per the proposal of the Supervisory Council.
4. Decreasing the nominal value of shares and the total value of share capital
RESOLUTION: With 16 352 883, i.e. 99.93% votes in favou, in connection with the requirement to convert share capital from kroons to euros, to reduce the share capital of the Company by 782 333,62 euros (seven hundred and eighty two thousand three hundred and thirty three euros and sixty two euro cents) by way of reducing the nominal value of the A-share (current nominal value is 10 (ten) kroons) to 0.60 euros (sixty euro cents) and by way of reducing the nominal value of B-share (current nominal value is 1000 (one thousand) kroons) to 60 (sixty) euros, whereas the value of the share capital shall reduce without making any disbursements, with the new value of share capital being 12 000 060 (twelve million and sixty) euros. The rounding of the result of the conversion of the nominal value of shares has no legal consequences.
5. Election of auditor
RESOLUTION: To acknowledge the Supervisory Council’s evaluation and with 16 359 467, i.e. 99.97% votes in favour, to appoint Aktsiaselts PricewaterhouseCoopers as the auditor and Tiit Raimla as the lead auditor for the financial year of 2011. To approve the principles for remuneration of the auditor as per the agreement signed with the auditor.
6. Management Board’s presentation on the change of law and its impact on the tariif approval mechanism
The Management Board’s presentation on the change of law and its impact on the tariff approval mechanism can be found here.