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 will be held on Thursday, 28 May 2020 at
09.00 (GMT+3)  at Paljassaare Wastewater Treatment Plant of AS Tallinna Vesi, in
the Gym (Address: Paljassaare põik 14, Tallinn, Estonia).

The  list of shareholders who have the  right to vote will be established 7 days
prior  to  the  general  meeting,  i.e.  at  the  end  of the working day of the
settlement system of Nasdaq CSD Eesti on 21 May 2020.

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

1. Approval of the 2019 Annual Report

Supervisory Council's proposal:
To  approve  the  2019 Annual  Report  including  the balance sheet total in the
amount  of EUR262,855,000  (two hundred  and sixty-two  million eight  hundred and
fifty-five  thousand) and net profit in  the amount of EUR27,760,000 (twenty-seven
million seven hundred and sixty thousand).

2. Distribution of profit

Supervisory Council's proposal:
The net profit of the Company in 2019 is EUR27,760,000 (twenty-seven million seven
hundred  and sixty thousand). To distribute  EUR20,000,600 (twenty million and six
hundred)  of AS Tallinna Vesi's  retained earnings of EUR77,512,000 (seventy-seven
million  five hundred and twelve thousand)  as of 31/12/2019, incl. from the net
profit  of EUR27,760,000 (twenty-seven  million seven hundred  and sixty thousand)
for  the year 2019, as dividends,  of which EUR1 (one)  per share shall be paid to
the  owners of A-shares  and EUR600 (six  hundred) 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  26 June  2020. The  list  of  shareholders entitled to receive
dividends  will be established as at 12 June 2020 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 11 June 2020. A person acquiring the
shares  from 11 June 2020 onwards shall not be entitled to receive the dividends
determined by this decision.

3. Extension of the terms of Supervisory Council members

3.1. Extension  of Mrs Katrin Kendra's' term  as a Supervisory Council member of
AS Tallinna Vesi from 1 June 2020

Supervisory Council's proposal:
To  extend  Mrs  Katrin  Kendra's  term  as  a  Supervisory Council member of AS
Tallinna Vesi by two (2) years from 1 June 2020.

3.2. Extension of Mr Simon Roger Gardiner's term as a Supervisory Council member
of AS Tallinna Vesi from 4 June 2020

Supervisory Council's proposal:
To  extend Mr Simon Roger Gardiner's term  as a Supervisory Council member of AS
Tallinna Vesi by two (2) years from 4 June 2020.

3.3. Extension  of Mr Martin Padley's term as a Supervisory Council member of AS
Tallinna Vesi from 3 November 2020

Supervisory Council's proposal:
To extend Mr Martin Padley's term as a Supervisory Council member of AS Tallinna
Vesi by two (2) years from 3 November 2020.

4. Election of the Auditor

Supervisory Council's proposal:
To  appoint AS PricewaterhouseCoopers  as the auditor  for the financial year of
2020. To  pay the fee to the auditor as per the contract to be entered into with
the auditor.

5. CEO Update


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Measures taken in the emergency situation

Due  to the  emergency situation  declared in  the Republic  of Estonia  and the
consequent  measures  taken  to  protect  the  health  of  all  shareholders and
participants in the general meeting, AS Tallinna Vesi urges the shareholders, if
possible,  to participate in the general meeting either by appointing a proxy or
by voting electronically before the general meeting. We recommend you to appoint
Mrs.  Mailis Kullerkupp-Jõekaar,  the Chief  Lawyer of  AS Tallinna Vesi, as the
proxy,  whom you can  give precise instructions  to vote on  your behalf on each
agenda item. This would allow you to vote as you desire without convening in one
room with many other people, and to reduce the risk of catching a disease.

To  minimise the  risk of  spread of  infection, no  coffee or  refreshments are
provided to the participants.

If you deem it important to participate in the general meeting in person, please
notify  us  definitely  of  your  intention  by e-mail to [email protected]
(mailto:[email protected])  by 25/05/2020 at the latest,  in order to allow
us to make the necessary preparations to be able to comply with all requirements
established  for  the  emergency  situation  and  to  ensure  the  safety of all
participants.  The shareholders participating  in the general  meeting in person
must  follow the instructions and orders given  for the protection of the health
of  participants. The persons who have  virus symptoms (cough, cold, fever) will
not be allowed to attend the meeting.

Accepting additional items to the agenda of the General Meeting

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 relevant request  is submitted in writing  no later than 15 days
prior  to the general meeting, i.e.  by 12 May 2020 at the latest. Shareholders,
whose  shareholding represents  at least  1/20 of the  share capital, may submit
their  draft resolutions in  writing for each  agenda item no  later than 3 days
before  the general meeting, i.e. by the end  of the day (23:59 GMT+3) on 24 May
2020 at the latest. The process of exercising those rights has been published in
more detail on AS Tallinna Vesi's website at www.tallinnavesi.ee, where also the
draft  resolutions and reasoning submitted by the 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  exhausted,  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
sending their questions before the general meeting. Background information about
the  agenda, the 2019 Annual Report of AS Tallinna Vesi, the Supervisory Council
report,  the Auditor's  report, the  proposal for  distribution of profit, draft
resolutions  presented  and  shareholders'  clarifications  provided  about  the
additional  agenda items  along with  the relevant  draft resolutions as well as
other  information  subject  to  disclosure  under  other  legal acts, and other
important data regarding the agenda, incl. information about Supervisory Council
members'   candidates,   are   available   on  AS  Tallinna  Vesi'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).
The Company's 2019 Annual Report, Supervisory Council's report and the Auditor's
report     are     also     available     on     Nasdaq     Baltic's     website
http://www.nasdaqbaltic.com.

Please  e-mail the questions  about the Annual  General Meeting of Shareholders,
its agenda, electronic voting or the appointment of a shareholder representative
to  Mrs.  Eliis  Randver,  Head  of  Customer Relations and Communication of the
Company (e-mail address: [email protected] (mailto:[email protected]),
telephone:  +372 62 62 275). The questions,  answers and  minutes of the general
meeting  will  be  published  on  the  Company's  website.  Written  notices  of
appointing  shareholder representatives  or of  withdrawal of  authorizations of
representatives  can also  be sent  to the  above e-mail  address no  later than
during the working day preceding the general meeting, i.e. on 27 May 2020 at the
latest.

Appointing a proxy

We  ask everybody, who  are going to  appoint a proxy  for themselves, inform us
about  their intent by 27/05/2020 at the latest and e-mail the digitally scanned
proxies  to  [email protected].  In  the  absence  of  the opportunity of a digital
signature,   we  ask  a  scanned  copy  of  the  signed  proxy  to  be  e-mailed
to [email protected]  (mailto:[email protected]) and  the original  signed proxy to be
sent  by post to the Company at: Ädala Str 10, 10614 Tallinn, Estonia. The proxy
form is available on AS Tallinna Vesi's website "Investor->Shareholders Meeting-
>[?]->Identification documents required for attending the General Meeting".

Procedure and Instructions for electronic voting

According to the clause 6.2.9 of the Articles of Association of the Company, the
shareholders  are able to vote  on the draft resolutions  of the agenda items of
the general meeting using electronic means as follows:

(i) The  voting can be done as from the publication of the notice of the general
meeting until 17:00 ((GMT+3) on 27 May 2020;
(ii) The  voting  ballot  prepared  for  electronic  voting  is  available on AS
Tallinna  Vesi's website under the section "Form of Voting Ballot for Electronic
Voting";
(iii) For  electronic  voting,  a  shareholder  shall  fill  out  the  ballot in
accordance  with the  instructions therein,  shall sign  it digitally (using ID-
card,  digi-ID or Mobiil-ID) and shall e-mail the digitally signed ballot to the
e-mail address [email protected];
(iv) The  shareholder, who has voted using  electronic means, shall be deemed as
having  participated in  the general  meeting and  his/her votes  represented by
shares shall be counted in the quorum of the general meeting.

Registration to the general meeting

Registration of the shareholders, who wish to participate in the general meeting
in  person,  will  start  at  08.00 (GMT+3)  on  28 May 2020 at the place of the
general   meeting.   Registration   will   end   at  09.00 (GMT+3).  Shareholder
representatives  are kindly asked to bring along a valid identification document
and  a valid written  proxy. In the  case of legal  persons, we request you also
bring  a valid  copy of  the 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.

The  notice  of  calling  the  general  meeting  will  be published in the daily
newspaper Eesti Päevaleht on 6/05/2020.

AS Tallinna Vesi reserves the right to cancel the general meeting if holding the
meeting  does  not  appear  to  be  reasonably  possible  due  to  the emergency
situation, either because of the number of participants or for other reasons.

Eliis Randver
Head of Customer Relations and Communication
Tallinna Vesi
(+372) 626 2275
[email protected]