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, 2nd June 2016 at 09.00 (GMT+2) in the Hotel Euroopa (Paadi 5, 10151 Tallinn) 2nd floor conference room “Lääne-Euroopa”. Registration of participants of the meeting will start on 2nd June 2016 at 08.30 am (GMT+2) at the location of the meeting. Registration will end at 9.00 (GMT+2). 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 2015 Annual Report
To approve the 2015 Annual Report.
2. Distribution of profit
The net profit of the Company in 2015 is 19 858 000 (nineteen million eight hundred fifty eight thousand) euros. To distribute EUR 18 000 600 (eighteen million six hundred) euros of AS Tallinna Vesi’s retained earnings of 89 007 000 (eighty nine million seven thousand) euros as of 31.12.2015, incl. from the net profit of 19 858 000 (nineteen million eight hundred fifty eight thousand) euros for the year 2015, as dividends, of which 0,90 euros (zero point ninety) euros per share shall be paid to the owners of the A-shares and 600 (six hundred) euros 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 27th June 2016 and to determine the list of shareholders entitled to receive dividends on the basis of the share ledger as at 23.59 on 16th June 2016.
3. Amendment to the Articles of Association
To add a new clause 6.2.9 to the Articles of Association to allow for an electronic participation of the shareholders in general meetings, and to approve the new wording of the Articles of Association (attached):
6.2.9. Electronic participation in a general meeting
18.104.22.168 The shareholders may vote on the draft resolutions prepared in respect to the items on the agenda of a general meeting using electronic means prior to the general meeting or during the general meeting if it is possible in a technically secure manner and it is established in the notice to convene a general meeting.
22.214.171.124 The procedure of the electronic voting shall be determined by the management board. Electronic voting shall be performed in a format which can be reproduced in writing.
126.96.36.199 The notice to convene a general meeting shall establish, whether electronic voting can be performed and shall include a reference to the procedure of the electronic voting determined by the management board.
188.8.131.52 The shareholder who voted using electronic means shall be deemed to have taken part in the general meeting and the votes represented by the shareholder’s shares shall be accounted as part of the quorum of the general meeting unless otherwise provided by law.
4. Election of members of the Supervisory Council
4.1. To elect Mr Rein Ratas as a Supervisory Council member of AS Tallinna Vesi
To elect Mr. Rein Ratas as a Supervisory Council member of AS Tallinna Vesi from 2nd June, 2016.
4.2. To elect Mr Mart Mägi as a Supervisory Council member of AS Tallinna Vesi
To elect Mr. Mart Mägi as a Supervisory Council member of AS Tallinna Vesi from 2nd June, 2016.
4.3. To elect Mr Simon Roger Gardiner s as a Supervisory Council member of AS Tallinna Vesi
To elect Mr. Simon Roger Gardiner as a Supervisory Council member of AS Tallinna Vesi from 2nd June, 2016.
4.4. To elect Mr Martin Padley as a Supervisory Council member of AS Tallinna Vesi
To elect Mr. Martin Padley as a Supervisory Council member of AS Tallinna Vesi from 1st November, 2016.
5. Election of auditor
Council evaluation of the auditor’s work and proposal:
AS PricewaterhouseCoopers has provided auditing services for AS Tallinna Vesi during the financial year of 2015 pursuant to the agreement concluded between the parties in 2015. In the opinion of the Supervisory Council, AS PricewaterhouseCoopers has provided auditing services in compliance with the agreement and the Supervisory Council has no complaints regarding the quality of the auditing services.
To appoint AS PricewaterhouseCoopers as the auditor and Mr. Ago Vilu as the lead auditor for the financial year of 2016. To pay the fee to the auditor as per contract to be entered into.
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 18th May 2016 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, i.e. by the end of the day (23.59, GMT+2) on 30th May 2016 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 about the Company’s activities from the Management Board of AS Tallinna Vesi according to the procedure published on the Company’s website.
Background information regarding the agenda, the 2015 Annual Report of AS Tallinna Vesi, the Council report, the auditor’s report, the dividends’ proposal, the draft Articles of Association, the principles of remuneration of the auditor, the proposals for resolutions, as well as reasoning for additional agenda items together 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 member candidate and auditor’s candidate are available on AS Tallinna Vesi’s website, 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 2015 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.
In case you have any questions regarding the Annual General Meeting of shareholders or the agenda items, please contact our Head of Communications, Ms Mariliis Mia Topp via e-mail firstname.lastname@example.org 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 1st June 2016 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 the 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 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 26th May 2016.