2015: Background information about the agenda

1. Agenda item No.: 2 – Why is the dividends proposal as it is?

The dividend proposal is aligned with the dividend policy of AS Tallinna Vesi to ensure dividend growth in real terms.

Consequently, the Management Board of AS Tallinna Vesi made a proposal to the Supervisory Council of the company to make a dividend payment of 18 000 600 (eighteen million six hundred) euros for 2014. The Supervisory Council of the company approved the Management Board’s proposal to submit to the AGM a proposal to pay 0,90 euros (zero point ninety) per share to the owners of the A-shares and 600 (six hundred) euros per share to the owner of the B-share.

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 19th June 2015 and to determine the list of shareholders entitled to receive dividends on the basis of the share ledger as at 23.59 on 10th June 2015.

The dividend proposal is now included in the agenda for the Annual General Meeting of Shareholders that will take place on 27.05.2015 (agenda item nr 2).

The final decision to approve the amount of dividends to be paid for 2014 will be made by the shareholders of AS Tallinna Vesi at this meeting.

2. Agenda item No.: 3 – Why is a Supervisory Council member elected?

As per the Articles of Association of AS Tallinna Vesi, the Supervisory Council of AS Tallinna Vesi consists of nine members. In order to comply with the requirement set out in the Articles of Association an independent Council member is to be elected. The term of office of Mr. Allar Jõks as independent Council member of AS Tallinna Vesi will expire on 21.05.2015 and thus a proposal has been made to the AGM to elect Mr. Allar Jõks as an independent Supervisory Council member from 28.05.2015.