The Management Board of AS Tallinna Vesi (reg. nr. 10257326, Ädala 10, Tallinn) announces that AS Tallinna Vesi’s Annual General Meeting of Shareholders shall be held on Tuesday, 24th of May 2011 at 09.00 (GMT+2) in Radisson Blu Hotel Olümpia (Liivalaia 33, 10118 Tallinn) in the 2nd floor conference room “Alfa 2”.
Registration of participants of the meeting will start on 24 May 2011 at 08.30 am (GMT+2).
The agenda and proposals for the Annual General Meeting approved by the Supervisory Council are as follows:
1. Approval of Annual Report
Council proposal: To approve the 2010 Annual Report.
2. Distribution of profit
Council proposal: The net profit of the Company in 2010 is 256 684 119 kroons or 16 405 105 euros. 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.
It is proposed to the general meeting to decide to pay the dividends out to the shareholders on 15 June 2011 and 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
Council proposal: To amend the Articles of Association of the Company as follows – amendments underlined and in bold:
3.1. To amend clause 3.1.2. of the Articles of Association of the Company as follows:
“3.1.2. The minimum share capital of the Company shall be 12 000 000 euros and the maximum share capital shall be 48 000 0000 euros.”
3.2. To amend clause 126.96.36.199. of the Articles of Association of the Company as follows:
“188.8.131.52. Registered shares with the nominal value of 0.6 euros (sixty euro cents) per each share (hereinafter “A-share”). Each A-share provides its holder 1 (one) vote at the general meeting of the shareholders of the Company and the right to participate in the general meetings of the shareholders of the Company and in the distribution of profits and in the distribution of the remaining assets upon dissolution of the Company as well as any other rights set forth in the law and in the Articles of Association of the Company.”
3.3. To amend clause 184.108.40.206. of the Articles of Association of the Company as follows:
“220.127.116.11. The Company has one registered preferred share with the nominal value of 60 (sixty) euros(hereinafter “B-share”). The B-share grants the holder the right to participate in the general meeting of the shareholders of the Company as well as in the distribution of profits and of the assets remaining upon dissolution of the Company, also other rights provided by law and the Articles of Association of the Company. The B-share grants the holder the preferential right to receive a dividend in an agreed sum of 600 (six hundred) euros. The B-share grants the shareholder 1 (one) vote at the general meeting of the shareholders of the Company when acting on the following issues (restricted right to vote)”:
- amending the Articles of Association of the Company;
- increasing and reducing the share capital of the Company;
- issuing convertible bonds;
- acquisition of treasury shares by the Company;
- deciding on the merger, division, transformation and/or dissolution of the Company;
- at the request of the management board or the supervisory council of the Company, deciding on issues related to the activities of the Company that have not been placed in the sole competence of the general meeting of the shareholders by law.”
3.4. To amend clause 6.2.3. of the Articles of Association of the Company as follows:
“6.2.3. The Management Board shall call an extraordinary General Meeting in cases provided by law, serving a notice of it at least 3 (three) weeks in advance to the shareholders. A request for an extraordinary General Meeting shall be presented to the Management Board in writing.”
3.5. To replace in clauses 18.104.22.168., 22.214.171.124., 126.96.36.199., 188.8.131.52. and 184.108.40.206. of the Articles of Association of the Company the words “10 million kroons” with the words “650 000 (six hundred and fifty thousand) euros”.
3.6. To supplement the Articles of Association of the Company with clause 6.5.3. in the following wording:
“6.5.3. Subsidiaries in the sole ownership of the Company shall not be treated as affiliate companies. In case of transactions concluded with a subsidiary, the provisions in clauses 220.127.116.11, 18.104.22.168, 22.214.171.124, 126.96.36.199 and 188.8.131.52 of the Articles of Association of the Company shall apply.”
4. Decreasing the nominal value of shares and the total value of share capital
Council proposal: 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
Council evaluation of the auditor’s work and proposal: Aktsiaselts PricewaterhouseCoopers has provided auditing services for AS Tallinna Vesi during the financial year of 2010 pursuant to the agreement concluded between Aktsiaselts PricewaterhouseCoopers and AS Tallinna Vesi in 2008. In the opinion of the Supervisory Council, Aktsiaselts 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 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 tariff approval mechanism
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, by 8th May 2011 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, by the close of business (17.00, GMT+2) on 20th May 2011 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. Draft resolutions with explanations are also available at AS Tallinna Vesi’s premises at Ädala 10, Tallinn.
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.
The 2010 Annual Report of AS Tallinna Vesi, Council Report and the auditor’s report are available for review on the website of NASDAQ OMX Tallinn Stock Exchange. The 2010 Annual Report of AS Tallinna Vesi, Council Report, the auditor’s report, the proposal for distribution of profits, the principles for remuneration of the auditors, proposals for resolution as well as additional agenda items, proposals for resolution and explanations additionally submitted by the shareholders, other documents to be submitted to the general meeting in accordance with the law and other documents related to the agenda of the meeting, incl. the amended draft of the Articles of Association, are available for reading at the headquarters of AS Tallinna Vesi at Ädala 10, Tallinn at the Legal department from the time of publication of this notice until 23rd May 2011 (inclusive) from 10.00–12.00am (GMT+2) and from 2.00–4.00pm (GMT+2) on each working day. In order to have access to the documents, shareholders must present a valid identification document, whereas authorized representatives must present a valid identification document along with a valid power-of-attorney. On May 24th 2011, the documents can be studied at the venue of the General Meeting from 8.30am (GMT+2) until the end of the General Meeting. Excerpts of the documents may be made by hand. A reasonable service fee may be charged for making copies.
Background information regarding the agenda, draft resolutions and other data and documents the publication of which is required by law 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).
In case you have any questions regarding the Annual General Meeting of shareholders or the agenda items, please contact our Head of Compliance and Legal, Ms Ilona Nurmela via e-mail Ilona.email@example.com or telephone +372 62 62 246. 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 23rd May 2011 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.
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 17 May 2011.
Phone +372 6262 200