2013: Background information about the agenda
1. Agenda item No.: 2 – Why is the dividends proposal as it is?
Before deciding on this proposal the Management Board of Plc Tallinna Vesi undertook a thorough review of its cash flows for the next business plan period to ensure that the Company would be able to fully comply with all operational standards and meet its contractual requirements.
The Company engages in regular dialogue with its major shareholders. During these meetings all the majority shareholders have expressed their views on the range of dividends they feel it would be appropriate to pay to the owners of the company for 2012. The Company has taken these points of view into account.
As a result of all of the above factors the Management Board of Plc Tallinna Vesi made a proposal to the Council of the company to make a dividend payment for 2012 of 17 400 600 (seventeen million four hundred thousand and six hundred) euros. The Supervisory Council familiarised itself with the analysis made and the proposal submitted by the Management Board and voted to accept the proposal. This proposals is now included in the agenda for the Annual General Meeting of Shareholders that will take place on 21st May 2013 (agenda item nr 2).
The final decision to approve the amount of dividends to be paid for 2012 will be made by the shareholders of Plc Tallinna Vesi at this meeting.
2. Agenda item No.: 3 – Why is Supervisory Council member recalled?
With reference to the good corporate governance regarding change of independent supervisory council members the independent supervisory council members are elected not for more than seven years. As Mr. Valdur Laid has been Plc Tallinna Vesi’s independent supervisory council member since 22.11.2005 i.e. seven years, then it is necessary to elect new independent supervisory council member.
3. Agenda item No.: 4 – Why a new member to the Supervisory Council is elected?
With reference to the Plc Tallinna Vesi’s articles of association, the supervisory council of Plc Tallinna Vesi comprises of nine members. In order to comply with the requirement deriving from the articles of association of Plc Tallinna Vesi, then it is necessary to elect new independent supervisory council member.
4. Agenda item No.: 5 – Why is a new lead auditor being elected?
With reference to the good corporate governance principles of Plc Tallinna Vesi, the lead auditor is elected for not more than five consecutive financial years. As Mr. Tiit Raimla has been Plc Tallinna Vesi’s led auditor since 23.04.2008 i.e. five years, then it is necessary to elect new lead auditor.