Published: 2019-05-07 15:35:00 CEST
Tallinna Vesi
Notice to convene annual general meeting

Repeat: Notice to convene the Annual General Meeting of Shareholders

The amendment was made in the wording of the Agenda Item No 2 („Distribution of profit“) of the announcement published on 6 May 2019 and in the explanation related to the item. No further changes were made to the published information.

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 30 May 2019 at 09.00 (GMT+3) at Original Sokos Hotel Viru (Viru väljak 4, 10111 Tallinn) in 2nd floor conference room “Bolero”. Registration of participants of the meeting will start on 30 May 2019 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 2018 Annual Report

Supervisory Council’s proposal:

To approve the 2018 Annual Report including the balance sheet total in the amount of €249,748,000 (two hundred and forty-nine million seven hundred and forty-eight thousand) and net profit in the amount of €24,150,000 (twenty-four million one hundred and fifty thousand).

2.    Distribution of profit

Supervisory Council’s proposal:

The net profit of the Company in 2018 is €24,150,000 (twenty-four million one hundred and fifty thousand). To distribute €15,000,600 (fifteen million six hundred) of AS Tallinna Vesi’s retained earnings of €64,753,000 (sixty-four million seven hundred and fifty-three thousand) as of 31/12/2018, incl. from the net profit of €24,150,000 (twenty-four million one hundred and fifty thousand) for the year 2018, as dividends, of which €0.75 (zero point seventy-five) per share shall be paid to the owners of A-shares* and €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 25 June 2019. The list of shareholders entitled to receive dividends will be established as at 14 June 2019 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 13 June 2019. A person acquiring the shares from 13 June 2019 onwards shall not be entitled to receive the dividends determined by this decision.

3.    Extension of the terms of Supervisory Council members

3.1. Extension of Mr Allar Jõks’ term as a Supervisory Council member of AS Tallinna Vesi from 2 June 2019

Supervisory Council’s proposal:

To extend Mr Allar Jõks’ term as a Supervisory Council member of AS Tallinna Vesi by two (2) years from 2 June 2019.

3.2. Extension of Mr Priit Rohumaa’s term as a Supervisory Council member of AS Tallinna Vesi from 2 June 2019

Supervisory Council’s proposal:

To extend Mr Priit Rohumaa’s term as a Supervisory Council member of AS Tallinna Vesi by two (2) years from 2 June 2019.

4.    CEO update

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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 14 May 2019 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 26 May 2019 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 2018 Annual Report of AS Tallinna Vesi, the Council report, the auditor's report, the dividend proposal, 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, 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 2018 Annual Report of AS Tallinna Vesi, Council report and the auditor’s report are also available for review on Nasdaq Baltic’s website http://www.nasdaqbaltic.com/.

In case you have any questions regarding the Annual General Meeting of shareholders or the agenda items, please contact our Head of Customer Relations and 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 29 May 2019 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 23 May 2019 at the closure of business day of the settlement system.

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* Explanation: according to the Income Tax Act, at a company level, an income tax rate of 14% (14/86 of the net amount) shall be charged on the share of dividends, which is smaller than or equal to the previous three calendar years average of the Company’s profit distributions taxed in Estonia.

An income tax rate of 20% (20/80 of the net amount) shall be charged on the remainder of the dividend pay-out. Pursuant to the law, a lower tax rate shall be applied in 2019 to 1/3 of the profits distributed in 2018, on which a resident company has paid income tax.

Consequently, a lower income tax rate (14%) is applicable to 14.56% of the dividend pay-out and an income tax rate of 20% is applicable to 85.44% of the dividend pay-out as follows:

  • €0.7423579 (zero point seven four two three five seven nine) per share shall be paid to the shareholders, who are natural persons and
  • €0.75 (zero point seventy-five) per share shall be paid to the shareholders, who are legal persons.

According to the clauses 41 (7²) and 43 (1) (1¹) of the Income Tax Act, the Company is required to withhold 7% of income tax on the dividends paid to natural persons provided that such dividend has been taxed with a tax rate of 14%. This also applies to a shareholder who is a natural person and keeps the shares on an investment account.

The shareholders who are natural persons shall receive the dividend as a net amount, from which the income tax has already been withheld in full.

Eliis Vennik
Head of Customer Relations and Communications
Tallinna Vesi
(+372) 626 2275
Eliis.vennik@tvesi.ee