Market announcement

Title

Notice to convene the Annual General Meeting of Shareholders

Message

The Management Board of AS TALLINNA VESI (registration number 10257326, Ädala
10, 10614 Tallinn) (hereinafter also “the Company”) announces that the
Company’s Annual General Meeting of Shareholders shall be held on Thursday, 2nd
June 2016 at 09.00 (GMT+2) in the Hotel Euroopa (Paadi 5, 10151 Tallinn) 2nd
floor conference room “Lääne-Euroopa”. Registration of participants of the
meeting will start on 2nd June 2016 at 08.30 am (GMT+2) at the location of the
meeting. Registration will end at 9.00 (GMT+2). We kindly ask all shareholders
and their representatives to arrive in time, taking into account the time
needed for the registration of participants. 

The agenda for the Annual General Meeting has been approved by the Supervisory
Council with the following proposals: 

1. Approval of 2015 Annual Report

Council proposal:

To approve the 2015 Annual Report.

2. Distribution of profit

Council proposal:

The net profit of the Company in 2015 is 19 858 000 (nineteen million eight
hundred fifty eight thousand) euros. To distribute EUR 18 000 600 (eighteen
million six hundred) euros of AS Tallinna Vesi’s retained earnings of 89 007
000 (eighty nine million seven thousand) euros as of 31.12.2015, incl. from the
net profit of 19 858 000 (nineteen million eight hundred fifty eight thousand)
euros for the year 2015, as dividends, of which 0,90 euros (zero point ninety)
euros per share shall be paid to the owners of the A-shares and 600 (six
hundred) euros per share shall be paid to the owner of the B-share. Remaining
retained earnings will remain undistributed and allocations from the net profit
will not be made to the reserve capital. 

Based on the dividend proposal made by the Management Board, the Council
proposes to the general meeting to decide to pay the dividends out to the
shareholders on 27th June 2016 and to determine the list of shareholders
entitled to receive dividends on the basis of the share ledger as at 23.59 on
16th June 2016. 

3. Amendment to the Articles of Association

Council proposal:

To add a new clause 6.2.9 to the Articles of Association to allow for an
electronic participation of the shareholders in general meetings, and to
approve the new wording of the Articles of Association (attached): 

6.2.9.   Electronic participation in a general meeting

6.2.9.1 The shareholders may vote on the draft resolutions prepared in respect
to the items on the agenda of a general meeting using electronic means prior to
the general meeting or during the general meeting if it is possible in a
technically secure manner and it is established in the notice to convene a
general meeting. 

6.2.9.2 The procedure of the electronic voting shall be determined by the
management board. Electronic voting shall be performed in a format which can be
reproduced in writing. 

6.2.9.3 The notice to convene a general meeting shall establish, whether
electronic voting can be performed and shall include a reference to the
procedure of the electronic voting determined by the management board. 

6.2.9.4 The shareholder who voted using electronic means shall be deemed to
have taken part in the general meeting and the votes represented by the
shareholder's shares shall be accounted as part of the quorum of the general
meeting unless otherwise provided by law. 

4. Election of members of the Supervisory Council

4.1. To elect Mr Rein Ratas as a Supervisory Council member of AS Tallinna Vesi

Council proposal:

To elect Mr. Rein Ratas as a Supervisory Council member of AS Tallinna Vesi
from 2nd June, 2016. 

4.2. To elect Mr Mart Mägi as a Supervisory Council member of AS Tallinna Vesi

Council proposal:

To elect Mr. Mart Mägi as a Supervisory Council member of AS Tallinna Vesi from
2nd June, 2016. 

4.3. To elect Mr Simon Roger Gardiner s as a Supervisory Council member of AS
Tallinna Vesi 

Council proposal:

To elect Mr. Simon Roger Gardiner as a Supervisory Council member of AS
Tallinna Vesi from 2nd June, 2016. 

4.4. To elect Mr Martin Padley as a Supervisory Council member of AS Tallinna
Vesi 

Council proposal:

To elect Mr. Martin Padley as a Supervisory Council member of AS Tallinna Vesi
from 1st November, 2016. 

5. Election of auditor

Council evaluation of the auditor’s work and proposal:

AS PricewaterhouseCoopers has provided auditing services for AS Tallinna Vesi
during the financial year of 2015 pursuant to the agreement concluded between
the parties in 2015. In the opinion of the Supervisory Council, AS
PricewaterhouseCoopers has provided auditing services in compliance with the
agreement and the Supervisory Council has no complaints regarding the quality
of the auditing services. 

To appoint AS PricewaterhouseCoopers as the auditor and Mr. Ago Vilu as the
lead auditor for the financial year of 2016. To pay the fee to the auditor as
per contract to be entered into. 

6. CEO update


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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, i.e. by 18th May 2016 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, i.e. by the end of
the day (23.59, GMT+2) on 30th May 2016 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. 

After the agenda items of the General Meeting, including any additional items,
have been exhausted, 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. 

Background information regarding the agenda, the 2015 Annual Report of AS
Tallinna Vesi, the Council report, the auditor's report, the dividends’
proposal, the draft Articles of Association, the principles of remuneration of
the auditor, the proposals for resolutions, as well as reasoning for additional
agenda items together with the proposals submitted by shareholders for
resolution, other documents submitted for the General Meeting in accordance
with the law, and other important data regarding the agenda, incl. data
regarding Council member candidate and auditor’s candidate 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). 

The 2015 Annual Report of AS Tallinna Vesi, Council Report and the auditor’s
report are also available for review on the website of NASDAQ OMX Tallinn Stock
Exchange http://www.nasdaqomxbaltic.com/. 

In case you have any questions regarding the Annual General Meeting of
shareholders or the agenda items, please contact our Head of Communications, Ms
Mariliis Mia Topp via e-mail [email protected] or telephone +372 62 62
275. 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 1st June 2016 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 have a
notarised translation into Estonian attached. Should the shareholder require a
power-of-attorney for its representative, a proxy form is available at AS
Tallinna Vesi’s website under the section “Identification documents required
for attending the General Meeting”. 

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 26th May 2016. 




         Mariliis Mia Topp
         Head of Communications
         AS Tallinna Vesi
         Ph: (+372) 62 62 275
         [email protected]