Adoption of resolutions of shareholders of AS Tallinna Vesi without convening an Extraordinary General Meeting

    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: [e-mail]) 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 [e-mail]. In the absence of the opportunity for a digital signature, please e-mail a scanned copy of the signed proxy to [e-mail] 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 [e-mail] 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: [e-mail] 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
([phone]
[e-mail]