AS Tallinna Vesi 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
Thursday, 1 June
2023 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
09:00
(UTC+3) on
1 June 2023
at the place of the
General
Meeting. Registration will end at
09:50
(UTC+3).
We kindly ask
shareholders and their representatives to arrive as early as
possible, considering the time required to
register participants. The organizers of the meeting have the right
not to take into account late requests for participation and
registration in 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 25 May 2023.
The
Supervisory Council has approved the
agenda of the Annual General
Meeting of
Shareholders with the following
proposals:
1. Approval of
2022 Annual Report
Supervisory Council’s proposal:To approve the
consolidated 2022 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 2022 is €8,406 thousand. To distribute €6,600
thousand of the Company’s retained earnings of €72,814 thousand as
of 31/12/2022, incl. from the net profit of €8,406 thousand for the
year 2022, as dividends of which €0.33 per share will be paid to
the shareholders.
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 28 June 2023. The list of
shareholders entitled to receive dividends will be established as
at 20 June 2023 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 19 June 2023. A person
acquiring the shares from 19 June 2023 onwards shall not be
entitled to receive the dividends determined by this decision.
3. Recall of a Supervisory Council
member and election of a new Supervisory Council
member
3.1. Recalling of
Mr Allar Jõks from the Supervisory
Council
Supervisory Council’s proposal:In view of the
expiry of the 10-year term of office (criterion for an independent
Board Member in accordance with the Corporate Governance
Recommendations), to grant the resignation presented by Mr Allar
Jõks and recall him from the Supervisory Council (end of term
01/06/2023).
3.2 Election
of Gerli Kivisoo as a new
Supervisory Council member
Supervisory Council’s proposal:To elect Gerli
Kivisoo as a new independent member of the Supervisory Council for
a term of office of three (3) years from 2 June 2023. The
activities of the Member of the Supervisory Council will be
remunerated in accordance with clause 3 of the Minutes of the
General Meeting of the Company of 22/11/2005.
4. Election of an
auditor
Supervisory Council’s proposal:
To appoint Aktsiaselts PricewaterhouseCoopers (registry code
10142876) as the auditor of the Company for the financial years of
2023 and 2024 and authorize the Management Board of the Company to
extend the current agreement with the said auditor (including the
procedure for remuneration of the auditor) for two years.
———————————–
Accepting additional items to the agenda
of the Annual General MeetingShareholders with their
shares representing at least 1/20 of the share capital may make
proposals regarding agenda items (including nominate alternative
candidates for members of the Supervisory Council) 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 17 May 2023 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 29 May 2023 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 informationAfter 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 by sending their questions before the General Meeting by
17:00 (UTC+3) on 31 May 2023 at the latest. Background information
about the agenda (incl. the notice to convene the General Meeting),
the 2022 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. 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 § 2941
of the Commercial Code.The Company’s 2022 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 Ms Maria Tiidus, Head
of Communications of the Company (maria.tiidus@tvesi.ee, telephone:
+372 626 2271). 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 business day preceding the
General Meeting, i.e., 17:00 (UTC+3) on 31 May 2023 at the
latest.
Appointing a proxyWe ask
everybody, who are going to appoint a proxy for themselves, inform
us about their intent by 17:00 (UTC+3) on 31 May 2023 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 31 May 2023 at the latest.
The proxy form is available on the
Company’s website “Investor->Shareholders
Meeting->01.05.2023->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 (31 May 2023) by using the
ballot paper published on the Company's website 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. 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
MeetingShareholders 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 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 Eesti Päevaleht on 10 May
2023.
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 kindly ask you to
notify of your interest
ahead by e-mailing
at
maria.tiidus@tvesi.ee.
The minutes of the General Meeting will be made
available on the Company’s website no later than seven days after
the meeting.
Aleksandr Timofejev
AS Tallinna Vesi CEO
+372 6262 200
aleksandr.timofejev@tvesi.ee
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