Adoption of resolutions of shareholders of AS Tallinna Vesi without convening an Extraordinary General Meeting
07 Marzo 2024 - 8:00AM
UK Regulatory
Adoption of resolutions of shareholders of AS Tallinna Vesi without
convening an Extraordinary General Meeting
The Management Board
of AKTSIASELTS TALLINNA
VESI (registry code 10257326, address Ädala 10, 10614
Tallinn) (hereinafter also the „Company") introduces
to the shareholders the draft resolutions for adoption without
convening an extraordinary meeting in accordance with article
6.2.10 of the Articles of Association of the Company and §
2991 of the
Commercial Code.
Shareholders are invited to vote on the
draft resolutions provided below by filling in the ballot on the
website of the
Company www.tallinnavesi.ee (choose
“Investor->Adoption of Shareholders’ Resolutions“) and
send the votes along with the documents certifying the right of
representation, listed below, to the Management Board of the
Company no later than 09:00 (here and
hereafter Estonian time) on Thursday, 28
March 2024. For sending the
ballot and the documents certifying the right of representation
listed below, we ask to choose a method, which ensures the arrival
thereof by the above deadline. If a shareholder fails to notify by
the above deadline whether he/she votes against or in favour of the
resolution, the shareholder shall be deemed to have voted against
the resolution.
The list of shareholders entitled to vote on the
adoption of resolutions will be established 7 days prior to the
deadline set for voting, i.e. at the end of the working day of the
settlement system of Nasdaq CSD Eesti on 21 March 2024.
The proposals of the Management Board,
as approved by the Supervisory Council, for the resolutions to be
adopted are as follows:
1. Extension of the term of office of
Supervisory Council members
1.1. Extension of the term of office of
Mart Mägi as a member of the Supervisory Council
To extend the term of office of Mart Mägi as a
member of the Supervisory Council from 01/04/2024 for the next
statutory term of office.
1.2 Extension of the term of office of
Robert Kitt as a member of the Supervisory Council
To extend the term of office of Robert Kitt as a
member of the Supervisory Council from 01/04/2024 for the next
statutory term of office.
Requesting information from the
Management Board and background information
Shareholders are entitled to request information
from the Company’s Management Board by e-mail sending their
requests no later than 23.59 on 25 March 2024. Background
information about the candidate for the position of Supervisory
Council member is published on the website of AS Tallinna
Vesi www.tallinnavesi.ee (choose “Investor->Adoption of
Shareholders’ Resolutions“). The website also provides an overview
of documents that the authorised representative of a shareholder is
required to submit to the Company along with the resolutions.
Please e-mail the questions relating the
resolutions of shareholders, the appointment of a shareholder
representative and voting to Melika Kiilmaa, General Counsel of the
Company (e-mail: melika.kiilmaa@tvesi.ee) no
later than 23:59 on 25 March 2024.
The questions, answers, resolutions, and full
minutes will be published on the website of As Tallinna Vesi.
Appointing a proxy
We ask everybody, who are going to appoint a
proxy for themselves, e-mail the digitally signed proxies
to tvesi@tvesi.ee. In the absence of the opportunity for a
digital signature, please e-mail a scanned copy of the signed proxy
to tvesi@tvesi.ee and send the original signed proxy by
post to the Company at: Ädala Str 10, 10614 Tallinn, Estonia. If
the proxy bears a handwritten signature, we request that the copy
of the identification document of the person delegating the
authority, displaying the person’s specimen signature, be
added. The proxy form is available on AS
Tallinna Vesi’s website “Investor->Adoption of Shareholders’
Resolutions->[…]->Identification documents required”.
Requirements for proving the
authorisation to represent a shareholder
Along with the ballot and the proxy, we request
a representative of a shareholder to present a copy of a valid
identity document. In the case of legal persons, we request an
excerpt of the valid registry card be added to the ballot. From a
shareholder being a natural person we request a copy of the
identification document of the person, displaying the person’s
specimen signature along with the voting ballot unless the voting
ballot is signed digitally. 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. We request that the scanned copies of the
documents listed above be e-mailed to tvesi@tvesi.ee and
the original copies of the documents be sent by post to the Company
at: Ädala Str 10, 10614 Tallinn, Estonia with the delivery on 28
March 2024 at 9:00 at the latest.
Requirements for the signing and sending
the ballot
A shareholder shall sign the ballot either
electronically or by a handwritten signature. The shareholder shall
e-mail the electronically signed ballot or a scanned copy of the
ballot with a handwritten signature to the e-mail
address: tvesi@tvesi.ee by the date given above. We also
request the ballot with the original handwritten signature to be
sent by post to the Company’s address at: Ädala Str 10, 10614
Tallinn, Estonia with the delivery on 25 March 2024 at
9:00 at the latest.
The notice of adoption of resolutions of
shareholders of AS Tallinna Vesi without convening an extraordinary
general meeting will be published in the daily newspaper Eesti
Päevaleht and Postimees on 7 March 2024.
The resolutions adopted by shareholders shall be
disclosed as a stock announcement and on the website of the Company
no later than 28 March 2024. The full minutes will be made
available after 7 days from the due date established for
shareholders to submit their positions.
Melika Kiilmaa
AS Tallinna Vesi
General Counsel
(+372) 62 62 200
melika.kiilmaa@tvesi.ee
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