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, 1 st June 2017 at 09.00 (GMT+2) in the Tallink Spa&Conference Hotel (Sadama 11a, 10111 Tallinn) 2 nd floor conference room “Galaxy”. Registration of participants of the meeting will start on 1 st June 2017 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 2016 Annual Report
Supervisory Council’s proposal:
To approve the 2016 Annual Report.
2.Distribution of profit
Supervisory Council’s proposal:
The net profit of the Company in 2016 is 18,390,000 (eighteen million three hundred and ninety thousand) euros. To distribute EUR 10,800,600 (ten million eight hundred thousand and six hundred) euros of AS Tallinna Vesi’s retained earnings of 51,384,000 (fifty one million three hundred and eighty four thousand) euros as of 31.12.2016, incl. from the net profit 18,390,000 (eighteen million three hundred and ninety thousand) euros for the year 2016, as dividends, of which 0.54 (zero point fifty four) 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 26 th June 2017 and to determine the list of shareholders entitled to receive dividends on the basis of the share ledger as at 23.59 on 16 th June 2017.
3.Recalling of Mr. Mart Mägi from the Supervisory Council of AS Tallinna Vesi
Supervisory Council’s proposal:
To recall Mr. Mart Mägi from the Supervisory Council of AS Tallinna Vesi.
4.Extension of the term of a Supervisory Council member and election of a new Supervisory Council member
4.1. Extension of Mr. Allar Jõks’ term as a Supervisory Council member of AS Tallinna Vesi retrospectively from 29.05.2017.
Supervisory Council’s proposal:
To extend Mr. Allar Jõks’ term as a Supervisory Council member of AS Tallinna Vesi retrospectively from the expiry of his term on 29.05.2017 and proactively as from the date of the adoption of this resolution for a new statutory term.
4.2. Election of Mr. Priit Rohumaa as a Supervisory Council member of AS Tallinna Vesi.
Supervisory Council’s proposal:
To elect Mr. Priit Rohumaa as a Supervisory Council member of AS Tallinna Vesi from 01.06.2017.
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 2016 pursuant to the agreement concluded between the parties in 2016. 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 2017. To pay the fee to the auditor as per contract to be entered into.
6.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 17 th May 2017 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 29 th May 2017 at the latest. The process of exercising these rights is published in more detail on AS Tallinna Vesi’s website , 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 2016 Annual Report of AS Tallinna Vesi, the Council report, the auditor's report, the dividends’ proposal, 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 2016 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. 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 31 st May 2017 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 25 th May 2017.
Eliis Vennik Head of Communications AS Tallinna Vesi Tel: (+372) 62 62 275 Eliis.vennik@tvesi.ee
