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, 22 May 2025 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 22 May 2025 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 15 May 2025. 

The Supervisory Council has approved the agenda of the Annual General Meeting of Shareholders with the following proposals: 

1. Approval of 2024 Annual Report 

Supervisory Council’s proposal: 

To approve the consolidated 2024 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 2024 is €13,283 thousand. To distribute €10,600 thousand of the Company’s retained earnings of €82,141 thousand as of 31/12/2024 (incl. from the net profit of 13,283 thousand for the year 2024). €0.53 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 the shareholders to pay the dividends out on 17 June 2025. The list of shareholders entitled to receive dividends will be established as of 10 June 2025 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 9 June 2025. A person acquiring the shares from 9 June 2025 onwards shall not be entitled to receive the dividends determined by this decision.   

3. Election of auditor  

Supervisory Council’s proposal: 

To appoint AS PricewaterhouseCoopers (registration code 10142876), the winner of the public tender organised by the Company (reference number 291891), as the auditor of the Company for the financial years 2025–2027, to authorise the Management Board to enter into a contract with the auditor that is substantially in accordance with the tender documents, and to pay the auditor a fee in accordance with the contract to be entered into with the auditor. 

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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 electronically (e-mail: ) and digitally signed no later than 15 days prior to the General Meeting, i.e., the Company has received them by 7 May 2025 at the latest. Shareholders with their shares representing at least 1/20 of the share capital may submit their draft resolutions for each agenda item electronically (e-mail: ) and digitally signed no later than 3 days prior to the General Meeting, i.e., by the end of the day (23:59 UTC+3) on 19 May 2025 at the latest. The process of exercising those rights is published in more detail on the Company’s website at , under the “Investor->Shareholders Meeting->22.05.2025” section, 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, under the “Investor->Shareholders Meeting->22.05.2025” section. 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 21 May 2025 at the latest. Background information about the agenda (incl. the notice to convene the General Meeting), the 2024 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 , under the “Investor->Shareholders Meeting->22.05.2025” section. 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 2024 Annual Report and the Auditor’s report are also available on Nasdaq Baltic’s website at . 

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 ( , telephone: ). The questions, answers and minutes of the General Meeting will be published on the Company’s website , under the “Investor->Shareholders Meeting->22.05.2025” section. A digitally signed or notarised 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 17:00 (UTC+3) on 21 May 2025. 

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 21 May 2025 at the latest and e-mail the digitally signed proxies to . In the absence of the opportunity of a digital signature, we ask a copy of the notarised proxy to be e-mailed to  and the original proxy to be sent by post to the Company at: Ädala 10, 10614 Tallinn, Estonia by 17:00 (UTC+3) on 21 May 2025 at the latest. The proxy form is available on the Company’s website , under the “Investor->Shareholders Meeting->22.05.2025->Identification documents required for attending the General Meeting” section. 

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 (21 May 2025) by using the ballot paper published on the Company’s website , under the “Investor->Shareholders Meeting->22.05.2025” section and by sending the properly completed and digitally signed ballot paper by e-mail to . 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 , under the “Investor->Shareholders Meeting->22.05.2025” section. 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 digitally signed or notarised 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 30 April 2025. 

The minutes of the General Meeting will be made available on the Company’s website , under the “Investor->Shareholders Meeting->22.05.2025” section no later than seven days after the meeting. 

Aleksandr Timofejev 

Chairman of the Management Board 

Aktsiaselts Tallinna Vesi 

(+372) 62 62 200 

 

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