Market announcement

Title

Notice to convene the Annual General Meeting of Shareholders

Message

The Management Board of AS Tallinna Vesi (reg. nr. 10257326, Ädala 10, Tallinn)
announces that AS Tallinna Vesi's Annual General Meeting of Shareholders shall
be held on Tuesday, 24th of May 2011 at 09.00 (GMT+2) in Radisson Blu Hotel
Olümpia (Liivalaia 33, 10118 Tallinn) in the 2nd floor conference room “Alfa
2”. 

Registration of participants of the meeting will start on 24 May 2011 at 08.30
am (GMT+2). 

The agenda and proposals for the Annual General Meeting approved by the
Supervisory Council are as follows: 

  1. Approval of Annual Report

Council proposal: To approve the 2010 Annual Report.

  2. Distribution of profit

Council proposal: The net profit of the Company in 2010 is 256 684 119 kroons
or 16 405 105 euros.  To distribute 16 000 639,12 euros of AS Tallinna Vesi's
retained earnings of 540 873 749 kroons or 34 568 133 euros as at 31.12.2010,
incl. from the net profit of 256 684 119 kroons or 16 405 105  euros for the
year 2010, as dividends, of which 0,8 euros per share shall be paid to the
owners of the A-shares and 639,12 euros per share shall be paid to the owner of
the B-share. Remaining retained earnings will remain undistributed and no
allocations will be made from net profit to the reserve capital. 

It is proposed to the general meeting to decide to pay the dividends out to the
shareholders on 15 June 2011 and to determine the list of shareholders entitled
to receive dividends on the basis of the share ledger as at 23.59 on 08 June
2011. 

  3. Amending the Articles of Association

Council proposal: To amend the Articles of Association of the Company as
follows - amendments underlined and in bold: 

3.1. To amend clause 3.1.2. of the Articles of Association of the Company as
follows: 

     “3.1.2. The minimum share capital of the Company shall be 12 000 000 euros
and the maximum share capital shall be 48 000 0000 euros.” 

3.2. To amend clause 3.2.1.1. of the Articles of Association of the Company as
follows: 

     “3.2.1.1. Registered shares with the nominal value of 0.6 euros (sixty
euro cents) per each share (hereinafter “A-share”). Each A-share provides its
holder 1 (one) vote at the general meeting of the shareholders of the Company
and the right to participate in the general meetings of the shareholders of the
Company and in the distribution of profits and in the distribution of the
remaining assets upon dissolution of the Company as well as any other rights
set forth in the law and in the Articles of Association of the Company.” 

3.3. To amend clause 3.2.1.2. of the Articles of Association of the Company as
follows: 

     “3.2.1.2. The Company has one registered preferred share with the nominal
value of 60 (sixty) euros (hereinafter "B-share"). The B-share grants the
holder the right to participate in the general meeting of the shareholders of
the Company as well as in the distribution of profits and of the assets
remaining upon dissolution of the Company, also other rights provided by law
and the Articles of Association of the Company. The B-share grants the holder
the preferential right to receive a dividend in an agreed sum of 600 (six
hundred) euros. The B-share grants the shareholder 1 (one) vote at the general
meeting of the shareholders of the Company when acting on the following issues
(restricted right to vote): 

  -- amending the Articles of Association of the Company;
  -- increasing and reducing the share capital of the Company;
  -- issuing convertible bonds;
  -- acquisition of treasury shares by the Company;
  -- deciding on the merger, division, transformation and/or dissolution of the
     Company;
  -- at the request of the management board or the supervisory council of the
     Company, deciding on issues related to the activities of the Company that
     have not been placed in the sole competence of the general meeting of the
     shareholders by law.”

3.4. To amend clause 6.2.3. of the Articles of Association of the Company as
follows: 

“6.2.3. The Management Board shall call an extraordinary General Meeting in
cases provided by law, serving a notice of it at least 3 (three) weeks in
advance to the shareholders. A request for an extraordinary General Meeting
shall be presented to the Management Board in writing.” 

3.5. To replace in clauses 6.3.3.1., 6.3.3.2., 6.3.3.3., 6.3.3.4. and 6.3.3.5.
of the Articles of Association of the Company the words “10 million kroons”
with the words “650 000 (six hundred and fifty thousand) euros”. 

3.6. To supplement the Articles of Association of the Company with clause
6.5.3. in the following wording: 

“6.5.3. Subsidiaries in the sole ownership of the Company shall not be treated
as affiliate companies. In case of transactions concluded with a subsidiary,
the provisions in clauses 6.3.3.1, 6.3.3.2, 6.3.3.3, 6.3.3.4 and 6.3.3.5 of the
Articles of Association of the Company shall apply.” 

  4. Decreasing the nominal value of shares and the total value of share capital

Council proposal: in connection with the requirement to convert share capital
from kroons to euros, to reduce the share capital of the Company by 782 333,62
euros (seven hundred and eighty two thousand three hundred and thirty three
euros and sixty two euro cents)  by way of reducing the nominal value of the
A-share (current nominal value is 10 (ten) kroons) to 0.60 euros (sixty euro
cents) and by way of reducing the nominal value of B-share (current nominal
value is 1000 (one thousand) kroons) to 60 (sixty) euros, whereas the value of
the share capital shall reduce without making any disbursements, with the new
value of share capital being 12 000 060 (twelve million and sixty) euros. The
rounding of the result of the conversion of the nominal value of shares has no
legal consequences. 

  5. Election of auditor

Council evaluation of the auditor's work and proposal: Aktsiaselts
PricewaterhouseCoopers has provided auditing services for AS Tallinna Vesi
during the financial year of 2010 pursuant to the agreement concluded between
Aktsiaselts PricewaterhouseCoopers and AS Tallinna Vesi in 2008. In the opinion
of the Supervisory Council, Aktsiaselts PricewaterhouseCoopers has provided
services in compliance with the agreement and the Supervisory Council has no
complaints regarding the quality of the auditing services. 

To appoint Aktsiaselts PricewaterhouseCoopers as the auditor and Tiit Raimla as
the lead auditor for the financial year of 2011. To approve the principles for
remuneration of the auditor as per the agreement signed with the auditor. 

  6. Management Board's presentation on the change of law and its impact on the
tariff approval mechanism 

Shareholders, whose shareholding represents at least 1/20 of the share capital,
may request for additional items to be added to the agenda of the General
Meeting, if the respective request is submitted in writing at least 15 days
prior to the General Meeting, by 8th May 2011 at the latest. Shareholders,
whose shareholding represents at least 1/20 of the share capital, may submit
their draft resolutions to each agenda item, incl. additional agenda items in
writing up to 3 days before the General Meeting, by the close of business
(17.00, GMT+2) on 20th May 2011 at the latest. The process of exercising these
rights is published in more detail on AS Tallinna Vesi's website at
www.tallinnavesi.ee, where the draft resolutions and explanations submitted by
the shareholders will also be published after their receipt. Draft resolutions
with explanations are also available at AS Tallinna Vesi's premises at Ädala
10, Tallinn. 

After the agenda items of the General Meeting have been exhausted, including
any additional items, the shareholders may inquire about the Company's
activities from the Management Board of AS Tallinna Vesi according to the
procedure published on the Company's website at www.tallinnavesi.ee. 

The 2010 Annual Report of AS Tallinna Vesi, Council Report and the auditor's
report are available for review on the website of NASDAQ OMX Tallinn Stock
Exchange http://www.nasdaqomxbaltic.com/. The 2010 Annual Report of AS Tallinna
Vesi, Council Report, the auditor's report, the proposal for distribution of
profits, the principles for remuneration of the auditors, proposals for
resolution as well as additional agenda items, proposals for resolution and
explanations additionally submitted by the shareholders, other documents to be
submitted to the general meeting in accordance with the law and other documents
related to the agenda of the meeting, incl. the amended draft of the Articles
of Association, are available for reading at the headquarters of AS Tallinna
Vesi at Ädala 10, Tallinn at the Legal department from the time of publication
of this notice until 23rd May 2011 (inclusive) from 10.00-12.00am (GMT+2) and
from 2.00-4.00pm (GMT+2) on each working day. In order to have access to the
documents, shareholders must present a valid identification document, whereas
authorized representatives must present a valid identification document along
with a valid power-of-attorney. On May 24th 2011, the documents can be studied
at the venue of the General Meeting from 8.30am (GMT+2) until the end of the
General Meeting. Excerpts of the documents may be made by hand. A reasonable
service fee may be charged for making copies. 

Background information regarding the agenda, draft resolutions and other data
and documents the publication of which is required by law are available on AS
Tallinna Vesi's website at www.tallinnavesi.ee, where you will also find an
overview of documents that the shareholders or their representatives are
required to take along in order to be able to participate at the General
Meeting (whether in person or by proxy). 

In case you have any questions regarding the Annual General Meeting of
shareholders or the agenda items, please contact our Head of Compliance and
Legal, Ms Ilona Nurmela via e-mail [email protected] or telephone +372 62
62 246. The questions, answers and the minutes of the General Meeting shall be
published on the Company's website. Written notices of appointing shareholder
representatives or of withdrawing authorizations of representatives can also be
sent to the above e-mail address until the business day preceding the date of
General Meeting, on 23rd May 2011 at the latest. 

Shareholder representatives are kindly asked to bring along a valid
identification document and a valid written power-of-attorney. In the case of
corporate entities we request you also bring a valid copy of your registry
card. Each document issued by a foreign country's official must be either
legalized or authenticated with a document certificate apostille and preferably
translated into Estonian. 

The shareholders' right to vote at the General Meeting will be determined on
the basis of the share ledger as at 23.59 (GMT+2) on 17 May 2011. 


         Priit Koff
         Head of Public Relations
         AS Tallinna Vesi
         +372 62 62 209
         [email protected]