Notice to convene the Annual General Meeting of Shareholders
The Management Board of AS TALLINNA VESI
(registry code 10257326, Ädala 10, 10614 Tallinn) (hereinafter also
“the Company”) announces that the Annual General Meeting of
Shareholders of the Company will be held on Friday, 3 June
2022 at 09.00 (GMT+3) at Ülemiste Water Treatment Plant in the Blue
Auditorium (Address: Järvevana road 3, Tallinn,
Estonia). Registration of the
shareholders, who wish to participate in the general meeting in
person, will start at
08.30 (GMT+3) on 3 June 2022 at the place of the general meeting.
Registration will end at 09.00 (GMT+3).
The list of shareholders who have the right to
vote will be established 7 days prior to the Annual General
Meeting, i.e. at the end of the working day of the settlement
system of Nasdaq CSD Eesti on 27 May 2022.
The agenda for the Annual General
Meeting has been approved by the Supervisory Council with the
following proposals:
1. Approval
of the 2021 Annual Report
Supervisory Council’s proposal:
To approve the consolidated 2021 Annual Report
of the Company as submitted to the General Meeting.
2. Distribution
of profit
Supervisory Council’s proposal:
The net profit of the Company in 2021
is €16,165,000 (sixteen million one hundred and sixty five
thousand). To distribute €13,000,000 (thirteen million) of
the Company’s retained earnings of €77,408,000 (seventy seven
million four hundred and eight thousand) as of
31/12/2021, incl. from the net profit of €16,165,000 (sixteen
million one hundred and sixty five thousand) for the year 2021, as
dividends, of which €0.65(zero point sixty-five) per share shall be
paid to the shareholders. The rest of retained earnings
will remain undistributed and no allocations will be made
from the net profit to the reserve capital.
Based on the dividend proposal made by the
Management Board, the Supervisory Council proposes to the
General Meeting to decide to pay the dividends out to the
shareholders on 29 June 2022. The list of shareholders
entitled to receive dividends will be
established as at 21 June 2022 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 20 June 2022.
A person acquiring the shares from 20 June 2022
onwards shall not be entitled to receive the dividends determined
by this decision.
3. Approval
of Remuneration Principles of the Management Board
Supervisory Council’s proposal:
To approve the Remuneration Principles for the
Management Board of the Company as submitted to the General
Meeting.
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Accepting additional items to the agenda
of the Annual General Meeting
Shareholders, whose shareholding represents at
least 1/20 of the share capital, may request adding extra items to
the agenda of the general meeting provided that the relevant
request is submitted in writing no later than 15 days prior to the
General Meeting, i.e. by 19 May 2022 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 31 May 2022 at the latest. The process of
exercising those rights is published in more detail on the
Company’s website at www.tallinnavesi.ee, where also the draft
resolutions and reasoning submitted by 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 discussed, 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 2021 Annual Report of the Company, the Supervisory
Council report, the Auditor's report, the proposal for distribution
of profit, the Remuneration Principles of the Management Board,
draft resolutions presented and shareholders’ clarifications
provided about the additional agenda items along with the relevant
draft resolutions as well as other information and documents
subject to disclosure under legal acts, and other important data
regarding the agenda are available on the Company’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 2021 Annual Report and the
Auditor’s report are also available on Nasdaq Baltic’s website
http://www.nasdaqbaltic.com.
Please send the questions about the
Annual General Meeting of Shareholders, its agenda, electronic
voting or the appointment of a shareholder representative
to Ms Laura Korjus, Head of Communications of the Company
(laura.korjus@tvesi.ee, telephone: +372 62 62 271). The questions,
answers and minutes of the General Meeting will be published on the
Company’s website. Written notices of appointing shareholder
representatives or notices 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 2 June 2022 at the latest.
Appointing a proxy
We ask everybody, who are going to appoint a
proxy for themselves, inform us about their intent by 2 June 2022
at the latest and e-mail the digitally signed proxies to
tvesi@tvesi.ee. In the absence of the opportunity of a digital
signature, we ask a scanned copy of the proxy to be e-mailed to
tvesi@tvesi.ee and the original proxy to be sent by post to the
Company at: Ädala 10, 10614 Tallinn, Estonia. The proxy
form is available on the Company’s website
“Investor->Shareholders Meeting->[…]->Identification
documents required for attending the General Meeting”.
Procedure and Instructions for
electronic voting are presented on the Company’s
website.
Voting can be performed as from the publication
of the notice of the General Meeting until 17:00
((GMT+3) on 2 June 2022, the day preceding to the
General Meeting.
Identification documents required for
the registration of the participants for the General
Meeting
Shareholder representatives are kindly asked to
bring along a valid identification document and a valid written
proxy (see here above “Appointing a 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 Company will comply with the restrictions
set forth by the Government of the Republic and the guidelines of
the Health Board applicable on the day of the General Meeting
established due to the COVID-19 situation.
The notice of calling the General Meeting will
be published in the daily newspaper Eesti Päevaleht on 12 May
2022.
After the end of the General Meeting all
shareholders and the journalists may have a guided tour in the
Water Treatment Plant to familiarise with its processes. The tour
will take approx. 1,5 hours. We ask you to inform of your interest
Laura Korjus at laura.korjus@tvesi.ee
ahead.
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