2018: Notice to convene the Annual General Meeting of Shareholders
The Management Board of AS TALLINNA VESI (registration number 10257326, Ädala 10, 10614 Tallinn) (hereinafter also “the Company”) announces that the Company’s Annual General Meeting of Shareholders shall be held on Thursday, 31st May 2018 at 09.00 (GMT+3) at the Hotel Euroopa (Paadi 5, 10151 Tallinn) 2nd floor conference room “Lääne-Euroopa”. Registration of participants of the meeting will start on 31st May 2018 at 08.30 am (GMT+3) at the location of the meeting. Registration will end at 9.00 (GMT+3). We kindly ask all shareholders and their representatives to arrive in time, taking into account the time needed for the registration of participants.
The agenda for the Annual General Meeting has been approved by the Supervisory Council with the following proposals:
1. Approval of the 2017 Annual Report
Supervisory Council’s proposal:
To approve the 2017 Annual Report including the balance sheet total in the amount of EUR 228,408,000 (two hundred and twenty-eight million four hundred and eight thousand) and net profit in the amount of EUR 7,221,000 (seven million two hundred and twenty-one thousand).
2. Distribution of profit
Supervisory Council’s proposal:
The net profit of the Company in 2017 is EUR 7,221,000 (seven million two hundred and twenty-one thousand). To distribute EUR 7,200,600 (seven million two hundred thousand and six hundred) of AS Tallinna Vesi’s retained earnings of EUR 47,804,000 (forty seven million eight hundred and four thousand) as of 31.12.2017, incl. from the net profit of EUR 7,221,000 (seven million two hundred and twenty-one thousand) for the year 2017, as dividends, of which EUR 0.36 (zero point thirty-six) per share shall be paid to the owners of the A-shares and EUR 600 (six hundred) per share shall be paid to the owner of the B-share. Remaining retained earnings will remain undistributed and allocations from the 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 26th June 2018. The list of shareholders entitled to receive dividends will be established as at 14th June 2018 at the closure of business day of the settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 13th June 2018. A person acquiring the shares from 13th June 2018 onwards will not have the right to receive dividends for the financial year 2017.
3. Recalling of Mr. Rein Ratas from the Supervisory Council of AS Tallinna Vesi
Supervisory Council’s proposal:
To recall Mr. Rein Ratas from the Supervisory Council of AS Tallinna Vesi.
4. Extension of the term of Supervisory Council members and election of a new Supervisory Council member
4.1. Extension of Mr. Simon Roger Gardiner’s term as a Supervisory Council member of AS Tallinna Vesi from 3rd June 2018.
Supervisory Council’s proposal:
To extend Mr. Simon Roger Gardiner’s term as a Supervisory Council member of AS Tallinna Vesi from 3rd June 2018.
4.2. Extension of Mr. Martin Padley’s term as a Supervisory Council member of AS Tallinna Vesi from 2nd November 2018.
Supervisory Council’s proposal:
To extend Mr. Martin Padley’s term as a Supervisory Council member of AS Tallinna Vesi from 2nd November 2018.
4.3. Election of Katrin Kendra as a Supervisory Council member of AS Tallinna Vesi.
Supervisory Council’s proposal:
To elect Katrin Kendra as a Supervisory Council member of AS Tallinna Vesi from the adoption of this resolution. The Council member will be remunerated in accordance with the agenda item 3 of the minutes of the General Meeting of Shareholders held on 22nd November 2005.
5. Election of the auditor
Council evaluation of the auditor’s work:
AS PricewaterhouseCoopers has provided auditing services for AS Tallinna Vesi during the financial year of 2017 pursuant to the agreement concluded between the parties in 2017. In 2018 the Company carried out public procurement for audit services for the periods ending 31.12.2018 and 31.12.2019, with a possibility to extend the contract for the periods ending 31.12.2020 and 31.12.2021. As a result of the procurement, the best offer was made by AS PricewaterhouseCoopers for auditing the Company’s consolidated integrated report, providing limited review service to sustainability report and providing the audit services for the subsidiary OÜ Watercom.
Supervisory Council’s proposal:
To appoint AS PricewaterhouseCoopers as the auditor and Mr. Tiit Raimla as the lead auditor for the financial years of 2018 and 2019. To pay the fee to the auditor as per the offer made in the procurement.
6. CEO update
———————————–
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 16th May 2018 at the latest. Shareholders, whose shareholding represents at least 1/20 of the share capital, may submit their draft resolutions to each agenda item in writing up to 3 days before the General Meeting, i.e. by the end of the day (11.59 pm, GMT+3) on 28th May 2018 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, including any additional items, have been exhausted, the shareholders may inquire information 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 2017 Annual Report of AS Tallinna Vesi, the Council report, the auditor’s report, the dividend proposal, the principles of remuneration of the auditor, the proposals for resolutions, as well as reasoning for additional agenda items along 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 members’ 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 2017 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. Eliis Vennik via e-mail eliis.vennik@tvesi.ee 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 30th May 2018 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 have a notarised translation into Estonian attached. Should a 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 list of shareholders entitled to participate at the General Meeting will be established as at 24 May 2018 at the closure of business day of the settlement system.