AS Tallinna Vesi’s Annual General Meeting of Shareholders was held on Tuesday, 22nd of May 2012 from 09.00-11.27 at the Tallink Spa ja Conferende Hotel. 15 791 304 votes, i.e 78,96% of the Company’s 20 million votes were represented at the meeting.
THE AGENDA OF THE ANNUAL GENERAL MEETING:
1. Approval of 2011 Annual Report
RESOLUTION: With 15 789 711, i.e. 99,99% votes in favour, to approve the 2011 Annual Report.
2. Distribution of profit
RESOLUTION: With 15 781 515, i.e. 99,94% votes in favour, to approve the profit distribution 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 of 31.12.2011, 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 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
RESOLUTION: 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 14th December 2012, with 15 737 850, i.e. 99,66% votes in favour, 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
RESOLUTION: To elect Mr. Robert John Gallienne as a Supervisory Council member of AS Tallinna Vesi with 15 743 099, i.e. 99,69% votes in favour; to elect Mr. Simon Roger Gardiner as a Supervisory Council member of AS Tallinna Vesi with 15 744 120, i.e. 99,70% votes in favour; to elect Mr. Valdur Laid as a Supervisory Council member of AS Tallinna Vesi with 15 690 417, i.e. 99,36% votes in favour; to elect Mr. Mart Mägi as a Supervisory Council member of AS Tallinna Vesi with 15 684 329, i.e. 99,32% votes in favour; to elect Mr. Rein Ratas as a Supervisory Council member of AS Tallinna Vesi with 15 714 400 i.e. 99,51% votes in favour – all with the term of office as of 22nd May 2012.
5. Election of auditor
RESOLUTION: Aktsiaselts PricewaterhouseCoopers has provided auditing services for AS Tallinna Vesi during the financial year of 2011 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. With 15 731 936, i.e. 99,62% votes in favour, 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
RESOLUTION: With 15 750 434, i.e. 99,74% votes in favour, 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
The Management Board’s presentation on the tariffs dispute can be found here.