Notice to convene the Annual General Meeting of Shareholders of
Aktsiaselts Tallinna Vesi
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 Thursday, 30 May 2024 at 10:00
(UTC+3) in the Blue Auditorium at the Water Treatment Plant at
Ülemiste (Address: Järvevana Road 3, Tallinn,
Estonia). Registration of the shareholders wishing to
participate in the Annual General Meeting in person,
will start at 09:30 (UTC+3) on 30 May 2024 at the
place of the General Meeting. Registration will end at 10:00
(UTC+3). We kindly ask shareholders and their
representatives to arrive as early as necessary, considering the
time required to register participants. The organizers of the
meeting have the right not to take into account late requests to
register and attend the meeting.
The list of shareholders having the right to
vote will be established 7 days prior to the Annual General
Meeting, i.e., at the end of business day of the settlement system
of Nasdaq CSD Eesti on 23 May 2024.
The Supervisory Council has approved the
agenda of the Annual General Meeting of Shareholders with the
following proposals:
1. Approval of 2023 Annual
Report
Supervisory Council’s proposal:
To approve the consolidated 2023 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 2023 is €12 844
thousand. To distribute €10 200 thousand of the Company’s retained
earnings of €79 059 thousand as of 31/12/2023 (incl. from the net
profit of 12 844 thousand for the year 2023). €0.51 per share
will be paid to the shareholders as dividends.
The rest of retained earnings shall remain
undistributed.
No allocations shall 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 decide to pay
the dividends out to the shareholders on 27 June 2024. The list of
shareholders entitled to receive dividends will be established as
of 19 June 2024 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 18 June 2023. A person
acquiring the shares from 18 June 2024 onwards shall not be
entitled to receive the dividends determined by this
decision.
3.
Extension of the authorities of Supervisory Council
member
Supervisory Council’s proposal:
To extend Mr Priit Rohumaa’s term as a
Supervisory Council member of AS Tallinna Vesi as of 04 June 2024
for the next statutory term of office.
4. Changes to the
remuneration of the Supervisory Council members
Supervisory Council’s proposal:
According to the proposal of the Management
Board to confirm as of 01/06/2024 remuneration for the performance
of their services for the Chairman of the Supervisory Board in the
amount of EUR 2,000 and for the member of the Supervisory Board in
the amount of EUR 1,000 per month.
The current remuneration for the performance of
the Chairman of the Supervisory Board and the member of the
Supervisory Board, EUR 532 per month, was approved by the General
Meeting of Shareholders as of 22/11/2005.
———————————–
Accepting additional items to the agenda
of the Annual General Meeting
Shareholders with their shares representing at
least 1/20 of the share capital may make proposals regarding agenda
items and request adding extra items to the agenda of the General
Meeting, provided that this request is submitted in writing by post
(Ädala 10, 10614 Tallinn) or electronically
(email: tvesi@tvesi.ee) no later than 15 days prior to the
General Meeting, i.e., the Company has received them by 15 May 2024
at the latest. Shareholders with their shares representing at least
1/20 of the share capital, may submit their draft resolutions in
writing for each agenda item no later than 3 days prior to the
General Meeting, i.e., by the end of the day (23:59 UTC+3) on 27
May 2024 at the latest. The process of exercising those rights is
published in more detail on the Company’s website
at www.tallinnavesi.ee, >Investor->Shareholders
Meeting->30.05.2024, 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,
>Investor->Shareholders Meeting->01.05.2023. Shareholders
have the right to request information from the Company’s Management
Board also by e-mail by sending their questions before the General
Meeting by 17:00 (UTC+3) on 29 May 2024 at the latest. Background
information about the agenda (incl. the notice to convene the
General Meeting), the 2023 Annual Report of the Company, the
Supervisory Council report, the Auditor’s report, the proposal for
distribution of profit, reasonings regarding agenda items along
with respective draft resolutions, as well as any other information
and documents subject to disclosure under legal acts, and other
important information regarding the agenda, are available on the
Company’s website at www.tallinnavesi.ee
>Investor->Shareholders Meeting->30.05.2024. 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) and information
provided in § 294.1 of the Commercial Code.
The Company’s 2023 Annual Report and the
Auditor’s report are also available on Nasdaq Baltic’s website
at http://www.nasdaqbaltic.com.
Please send the questions regarding the
Annual General Meeting of Shareholders, its agenda, electronic
voting or the appointment of a shareholder
representative to Melika Kiilmaa, General Counsel of
the Company (melika.kiilmaa@tvesi.ee, telephone: +372 626 2200).
The questions, answers and minutes of the General Meeting will be
published on the Company’s website www.tallinnavesi.ee
>Investor->Shareholders Meeting->30.05.2024. A written or
electronically signed notice of the appointment of a shareholder's
representative or withdrawal of the representative's authorisation
may also be sent to the above e-mail address no later than on the
business day preceding the general meeting by 5 p.m. on 29 May
2024.
Appointing a proxy
We ask everybody, who are going to appoint a
proxy for themselves, inform us about their intent by 17:00 (UTC+3)
on 29 May 2024 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 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 by 17:00
(UTC+3) on 29 May 2024 at the latest. The proxy
form is available on the Company’s website
www.tallinnavesi.ee >Investor->Shareholders
Meeting->30.05.2024->Identification documents required for
attending the General Meeting”.
Electronic voting. The
possibility to vote in advance using electronic means will be
opened from the publication of the notice to convene the General
Meeting until 17:00 (UTC+3) the day before the General Meeting (29
May 2024) by using the ballot paper published on the Company’s
website www.tallinnavesi.ee >Investor->Shareholders
Meeting->30.05.2024 and by sending the properly completed and
electronically signed ballot paper by e-mail
to tvesi@tvesi.ee. A shareholder who voted using electronic
means shall be deemed as having participated in the General Meeting
and their votes represented by shares shall be counted in the
quorum of the General Meeting. The detailed procedure and
instructions for voting in advance using electronic means are
published on the Company’s website www.tallinnavesi.ee
>Investor->Shareholders Meeting->30.05.2024. It is not
possible to participate in the General Meeting using electronic
means without being physically present at the General Meeting.
Documents proving identity and right of
representation required for attending the General
Meeting
Shareholders are kindly requested to bring along
a valid identification document. Shareholder representatives are
kindly requested to bring along a valid identification document and
a valid written proxy (see here above “Appointing a proxy”). In the
case of foreign legal persons, we kindly request you also bring a
valid copy of the registry card, showing the representative’s right
of representation. Each document issued by a foreign country’s
official must be either legalized or authenticated with a document
certificate apostille and have a translation into Estonian
certified by a sworn translator attached.
The notice to convene the General Meeting will
be published in the daily newspaper Postimees on 08 May 2024.
The minutes of the General Meeting will be made
available on the Company’s website www.tallinnavesi.ee
>Investor->Shareholders Meeting->30.05.2024 no later than
seven days after the meeting.
Aleksandr Timofejev
Chairman of the Management Board
Aktsiaselts Tallinna Vesi
(+372) 626 2200
aleksandr.timofejev@tvesi.ee
- AS TALLINNA VESI SUPERVISORY COUNCIL REPORT 2023
- BALLOT PAPER Resolutions of the General Meeting of Shareholders
2024
- Draft resolutions of Aktsiaselts Tallinna Vesi Annual General
Meeting of Shareholders on 30 May 2024
- Identification documents required for attending the General
Meeting
- Information about the SB member candidate
- Procedure for Electronic Voting
- Notice to convene the Annual General Meeting of Shareholders of
Aktsiaselts Tallinna Vesi
- PROXY for voting at the AGM 2024
- Procedure for the inclusion of additional matters in the agenda
and presenting draft resolutions
- Procedure for inquiring the Management Board about AS Tallinna
Vesi’s activities
- Total number of voting rights and the execution of rights
- Tallinna Vesi Annual Report 2023
- Tallinna Vesi_ PIE kons. ESEF 2023 eng
Grafico Azioni Tallinna Vesi As (LSE:0JPY)
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