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TVE: CORRECTION: Notice to convene the Annual General Meeting of Shareholders

Spekuliantai.lt | 2012-04-26 | NASDAQ OMX biržų naujienos | perskaitė: 407
Raktiniai žodžiai: Tallinna Vesi, TVE
TVE: CORRECTION: Notice to convene the Annual General Meeting of Shareholders

Tallinna Vesi Notice to convene annual general meeting 26.04.2012

CORRECTION: Notice to convene the Annual General Meeting of Shareholders

The change has been made into the second agenda item where the distributed
dividend sum of AS Tallinna Vesi’s should have been 16 800 600 euros. All other
sums, including the dividend per share 0,84 euros, remain unchanged.

The Management Board of AS Tallinna Vesi (reg. nr. 10257326, Ädala 10, 10614
Tallinn) announces that AS Tallinna Vesi’s Annual General Meeting of
Shareholders shall be held on Tuesday, 22nd of May 2012 at 09.00 (GMT+2) in the
Tallink Spa & Conference hotel (Sadama 11a, 10111, Tallinn) 2. floor conference
room “Galaxy 1+Galaxy 2”.

Registration of participants of the meeting will start on 22nd May 2012 at
08.30 am (GMT+2) at the location of the meeting.

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

1. Approval of 2011 Annual Report


Council proposal: To approve the 2011 Annual Report.

2. Distribution of profit


Council proposal: The net profit of the Company in 2011 is 21 513 000 euros. To
distribute 16 800 600 euros of AS Tallinna Vesi’s retained earnings of 40 863
000 euros as at 31st December 2011, incl. from the net profit of 21 513 000
euros for the year 2011, as dividends, of which 0,84 euros per share shall be
paid to the owners of the A-shares and 600 euros per share shall be paid to the
owner of the B-share. Remaining retained earnings will remain undistributed and
allocations from 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 15th June 2012 and to determine the list of shareholders
entitled to receive dividends on the basis of the share ledger as at 23.59 on
5th June 2012.

3. Removal of member of the Supervisory Council


Council proposal: Due to the fact that the term of office of Robert John
Gallienne, Valdur Laid, Mart Mägi and Rein Ratas as authorized Council members
of AS Tallinna Vesi expired on 18th May 2012, then there is no need to recall
them prior to nomination for re-election.

The term of office of the elected Council member Mr Simon Roger Gardiner is
going to expire on 14th December 2012, to recall Mr Simon Roger Gardiner from
the Supervisory Council of AS Tallinna Vesi before the specified term.

4. Election of members of the Supervisory Council


4.1. Council proposal: To elect Mr. Robert John Gallienne as a Supervisory
Council member of AS Tallinna Vesi from 22nd May, 2012.

4.2. Council proposal: To elect Mr. Simon Roger Gardiner as a Supervisory
Council member of AS Tallinna Vesi from 22nd May, 2012.

4.3. Council proposal: To elect Mr. Valdur Laid as a Supervisory Council member
of AS Tallinna Vesi from 22nd May, 2012.

4.4. Council proposal: To elect Mr. Mart Mägi as a Supervisory Council member
of AS Tallinna Vesi from 22nd May, 2012.

4.5. Council proposal: To elect Mr. Rein Ratas as a Supervisory Council member
of AS Tallinna Vesi from 22nd May, 2012.

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 2011 pursuant to the agreement concluded between
AS PricewaterhouseCoopers and AS Tallinna Vesi in 2008. In the opinion of the
Supervisory Council, AS 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 AS PricewaterhouseCoopers as the auditor and Tiit Raimla as the lead
auditor for the financial year of 2012. To approve the principles for
remuneration of the auditor as per the agreement signed with the auditor.

6. Letter from the shareholders to the Government of the Republic of Estonia


Council proposal: To send the question prepared by one of the ASTV´s
shareholders to the Minister of Economic Affairs and Communications and Prime
Minister of Estonia asking:

“What actions is the Minister of Economic Affairs and Communications going to
take to ensure that the investments made by local and overseas investors into
Tallinna Vesi and Estonia are given due protection within the Estonian legal
framework from the recent changes in the law that have significantly changed
the conditions that were valid during the privatization process and its initial
public offering on Tallinn Stock Exchange?“

7. Management Board’s presentation on the tariffs dispute


-----------------------------------

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 6th May 2012 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 close of business
(17.00, GMT+2) on 18th May 2012 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 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.

Background information regarding the agenda, the 2011 Annual Report of AS
Tallinna Vesi, the Council report, the auditor's report, the dividends’
proposal, 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 candidates 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 2011 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 mariliis.topp@tvesi.ee 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 21st May 2012 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. 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 15th May 2012.


Mariliis Mia Topp
Head of Communications
Phone +372 6262 275
mariliis.topp@tvesi.ee

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