Published: 2020-05-05 07:15:00 CEST
Tallinna Vesi
Notice to convene annual general meeting

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 will be held on Thursday, 28 May 2020 at 09.00 (GMT+3) at Paljassaare Wastewater Treatment Plant of AS Tallinna Vesi, in the Gym (Address: Paljassaare põik 14, Tallinn, Estonia).

The list of shareholders who have the right to vote will be established 7 days prior to the general meeting, i.e. at the end of the working day of the settlement system of Nasdaq CSD Eesti on 21 May 2020.

The agenda for the Annual General Meeting has been approved by the Supervisory Council with the following proposals:

1. Approval of the 2019 Annual Report

Supervisory Council’s proposal:
To approve the 2019 Annual Report including the balance sheet total in the amount of €262,855,000 (two hundred and sixty-two million eight hundred and fifty-five thousand) and net profit in the amount of €27,760,000 (twenty-seven million seven hundred and sixty thousand).

2. Distribution of profit

Supervisory Council’s proposal:
The net profit of the Company in 2019 is €27,760,000 (twenty-seven million seven hundred and sixty thousand). To distribute €20,000,600 (twenty million and six hundred) of AS Tallinna Vesi’s retained earnings of €77,512,000 (seventy-seven million five hundred and twelve thousand) as of 31/12/2019, incl. from the net profit of €27,760,000 (twenty-seven million seven hundred and sixty thousand) for the year 2019, as dividends, of which €1 (one) 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 26 June 2020. The list of shareholders entitled to receive dividends will be established as at 12 June 2020 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 11 June 2020. A person acquiring the shares from 11 June 2020 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 Mrs Katrin Kendra’s’ term as a Supervisory Council member of AS Tallinna Vesi from 1 June 2020

Supervisory Council’s proposal:
To extend Mrs Katrin Kendra’s term as a Supervisory Council member of AS Tallinna Vesi by two (2) years from 1 June 2020.

3.2. Extension of Mr Simon Roger Gardiner’s term as a Supervisory Council member of AS Tallinna Vesi from 4 June 2020

Supervisory Council’s proposal:
To extend Mr Simon Roger Gardiner’s term as a Supervisory Council member of AS Tallinna Vesi by two (2) years from 4 June 2020.

3.3. Extension of Mr Martin Padley’s term as a Supervisory Council member of AS Tallinna Vesi from 3 November 2020

Supervisory Council’s proposal:
To extend Mr Martin Padley’s term as a Supervisory Council member of AS Tallinna Vesi by two (2) years from 3 November 2020.

4. Election of the Auditor

Supervisory Council’s proposal:
To appoint AS PricewaterhouseCoopers as the auditor for the financial year of 2020. To pay the fee to the auditor as per the contract to be entered into with the auditor.

5. CEO Update

-----------------------------------
Measures taken in the emergency situation

Due to the emergency situation declared in the Republic of Estonia and the consequent measures taken to protect the health of all shareholders and participants in the general meeting, AS Tallinna Vesi urges the shareholders, if possible, to participate in the general meeting either by appointing a proxy or by voting electronically before the general meeting. We recommend you to appoint Mrs. Mailis Kullerkupp-Jõekaar, the Chief Lawyer of AS Tallinna Vesi, as the proxy, whom you can give precise instructions to vote on your behalf on each agenda item. This would allow you to vote as you desire without convening in one room with many other people, and to reduce the risk of catching a disease.

To minimise the risk of spread of infection, no coffee or refreshments are provided to the participants.

If you deem it important to participate in the general meeting in person, please notify us definitely of your intention by e-mail to eliis.randver@tvesi.ee by 25/05/2020 at the latest, in order to allow us to make the necessary preparations to be able to comply with all requirements established for the emergency situation and to ensure the safety of all participants. The shareholders participating in the general meeting in person must follow the instructions and orders given for the protection of the health of participants. The persons who have virus symptoms (cough, cold, fever) will not be allowed to attend the meeting.

Accepting additional items to the agenda of the General Meeting 

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 relevant request is submitted in writing no later than 15 days prior to the general meeting, i.e. by 12 May 2020 at the latest. Shareholders, whose shareholding represents at least 1/20 of the share capital, may submit their draft resolutions in writing for each agenda item no later than 3 days before the general meeting, i.e. by the end of the day (23:59 GMT+3) on 24 May 2020 at the latest. The process of exercising those rights has been published in more detail on AS Tallinna Vesi’s website at www.tallinnavesi.ee, where also the draft resolutions and reasoning submitted by the shareholders will be published after the receipt thereof.

Requesting information from the Management Board and background information

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 in accordance with the procedure published on the Company’s website at www.tallinnavesi.ee. Shareholders have the right to request information from the Company’s Management Board also by e-mail sending their questions before the general meeting. Background information about the agenda, the 2019 Annual Report of AS Tallinna Vesi, the Supervisory Council report, the Auditor's report, the proposal for distribution of profit, draft resolutions presented and shareholders’ clarifications provided about the additional agenda items along with the relevant draft resolutions as well as other information subject to disclosure under other legal acts, and other important data regarding the agenda, incl. information about Supervisory Council members’ candidates, are available on AS Tallinna Vesi’s website at www.tallinnavesi.ee. The website also provides an overview of documents that the shareholders are required to take along in order to be able to participate in the general meeting (either in person or by proxy).
The Company’s 2019 Annual Report, Supervisory Council’s report and the Auditor’s report are also available on Nasdaq Baltic’s website http://www.nasdaqbaltic.com

Please e-mail the questions about the Annual General Meeting of Shareholders, its agenda, electronic voting or the appointment of a shareholder representative to Mrs. Eliis Randver, Head of Customer Relations and Communication of the Company (e-mail address: eliis.randver@tvesi.ee, telephone: +372 62 62 275). The questions, answers and minutes of the general meeting will be published on the Company’s website. Written notices of appointing shareholder representatives or of withdrawal of authorizations of representatives can also be sent to the above e-mail address no later than during the working day preceding the general meeting, i.e. on 27 May 2020 at the latest. 

Appointing a proxy

We ask everybody, who are going to appoint a proxy for themselves, inform us about their intent by 27/05/2020 at the latest and e-mail the digitally scanned proxies to tvesi@tvesi.ee. In the absence of the opportunity of a digital signature, we ask a scanned copy of the signed proxy to be e-mailed to tvesi@tvesi.ee and the original signed proxy to be sent by post to the Company at: Ädala Str 10, 10614 Tallinn, Estonia. The proxy form is available on AS Tallinna Vesi’s website “Investor->Shareholders Meeting->[…]->Identification documents required for attending the General Meeting”.

Procedure and Instructions for electronic voting 

According to the clause 6.2.9 of the Articles of Association of the Company, the shareholders are able to vote on the draft resolutions of the agenda items of the general meeting using electronic means as follows:

(i) The voting can be done as from the publication of the notice of the general meeting until 17:00 ((GMT+3) on 27 May 2020;
(ii) The voting ballot prepared for electronic voting is available on AS Tallinna Vesi’s website under the section “Form of Voting Ballot for Electronic Voting”;
(iii) For electronic voting, a shareholder shall fill out the ballot in accordance with the instructions therein, shall sign it digitally (using ID-card, digi-ID or Mobiil-ID) and shall e-mail the digitally signed ballot to the e-mail address tvesi@tvesi.ee;
(iv) The shareholder, who has voted using electronic means, shall be deemed as having participated in the general meeting and his/her votes represented by shares shall be counted in the quorum of the general meeting.

Registration to the general meeting

Registration of the shareholders, who wish to participate in the general meeting in person, will start at 08.00 (GMT+3) on 28 May 2020 at the place of the general meeting. Registration will end at 09.00 (GMT+3). Shareholder representatives are kindly asked to bring along a valid identification document and a valid written proxy. In the case of legal persons, we request you also bring a valid copy of the 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.

The notice of calling the general meeting will be published in the daily newspaper Eesti Päevaleht on 6/05/2020.

AS Tallinna Vesi reserves the right to cancel the general meeting if holding the meeting does not appear to be reasonably possible due to the emergency situation, either because of the number of participants or for other reasons.

Eliis Randver
Head of Customer Relations and Communication
Tallinna Vesi
(+372) 626 2275
Eliis.randver@tvesi.ee