Notice to convene annual general meeting
Notice to convene the Annual General Meeting of Shareholders
The Management Board of AS Tallinna Vesi (reg. nr. 10257326, Ädala 10, 10614 Tallinn) announces that AS Tallinna Vesi’s Annual General Meeting of Shareholders shall be held on Tuesday, 21st May 2013 at 09.00 (GMT+2) in the Hotel Euroopa (Paadi 5, 10151 Tallinn) 2. floor conference room “Lääne-Euroopa”.
Registration of participants of the meeting will start on 21st May 2013 at 08.30 am (GMT+2) at the location of the meeting.
The agenda for the Annual General Meeting has been approved by the Supervisory Council with the following proposals:
Approval of 2012 Annual Report
Council proposal: To approve the 2012 Annual Report.
Distribution of profit
Council proposal: The net profit of the Company in 2012 is 22 599 000 (twenty-two million five hundred and ninety-nine thousand) euros. To distribute 17 400 600 (seventeen million four hundred thousand and six hundred) euros of AS Tallinna Vesi’s retained earnings of 46 661 000 (forty-six million six hundred and sixty-one thousand) euros as of 31.12.2012, incl. from the net profit of 22 599 000 (twenty-two million five hundred and ninety-nine thousand) euros for the year 2012, as dividends, of which 0,87 euros (eighty-seven euro cents) 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 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 14th June 2013 and to determine the list of shareholders entitled to receive dividends on the basis of the share ledger as at 23.59 on 4th June 2013.
Recalling of a member of the Supervisory Council
Management Board proposal: Pursuant to the good corporate governance regarding change of independent supervisory council members to recall Mr Valdur Laid from the Supervisory Council of AS Tallinna Vesi.
Election of a member of the Supervisory Council
Management Board proposal: To elect Mr. Allar Jõks as an independent Supervisory Council member of AS Tallinna Vesi from 21st May, 2013.
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 2012 pursuant to the agreement concluded between the parties in 2012. In the opinion of the Supervisory Council, AS PricewaterhouseCoopers has provided 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 2013. To approve the principles for remuneration of the auditor as per the agreement signed with the auditor.
CEO update on privatisation contract dispute
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 5th May 2013 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 close of business (17.00, GMT+2) on 17th May 2013 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 have been exhausted, including any additional items, 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 at www.tallinnavesi.ee.
Background information regarding the agenda, the 2012 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 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 2012 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 http://www.nasdaqomxbaltic.com/.
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 20th May 2013 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 preferably translated into Estonian. 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 14th May 2013.
Mariliis Mia Topp
AS Tallinna Vesi
Head of Communications
+372 62 62 275