Shareholders meetings and financial reports

The Management Board of AS TALLINNA VESI (registry code 10257326, Ädala 10, 10614 Tallinn) (hereafter also referred to as ‘the Company’) announces that the Annual General Meeting of Shareholders of the Company will be held on Thursday, 23 April 2026 at 10:00 (UTC+3), in the Blue Auditorium at the Ülemiste Water Treatment Plant (address: Järvevana tee 3, Tallinn, Estonia). Registration for shareholders wishing to attend the Annual General Meeting in person will open at 09:30 (UTC+3) on 23 April 2026 at the venue of the General Meeting. Registration will end at 10:00 (UTC+3). We kindly ask shareholders and their representatives to arrive in good time, bearing in mind the time required for registration. The organisers of the meeting reserve the right to not take late requests to register and attend the meeting into account.

The list of shareholders entitled to vote at the General Meeting will be established 7 days prior to the General Meeting, i.e., as of 16 April 2026 at the closure of business day of the Nasdaq CSD Estonia’s settlement system.

The Supervisory Council has approved the agenda of the Annual General Meeting of Shareholders with the following proposals:

Approval of the Annual Report for 2025

Proposal of the Supervisory Council:

To approve the consolidated Annual Report of the Company for 2025, as presented to the General Meeting.

Distribution of profit

Proposal of the Supervisory Council:

The net profit of the Company for 2025 is €14,242 thousand. To distribute €11,400 thousand of the Company’s retained earnings of €85,783 thousand as of 31/12/2025 (incl. from the consolidated net profit of €14,242 thousand for the year 2025). Shareholders will receive €0.57 per share in dividends. 

The remainder of the retained earnings will remain undistributed. 

No allocations will be made from the net profit to the reserve capital. 

Based on the dividend proposal made by the Management Board, the Supervisory Council proposes to the shareholders that the shareholders receive dividends on 20 May 2026. The list of shareholders entitled to dividends will be established at the end of the business day of the Nasdaq CSD settlement system on 12 May 2026. Consequently, the date of change in rights attached to the shares (ex-dividend date) is 11 May 2026. Anyone acquiring shares on or after 11 May 2026 will not be entitled to the dividends determined by this resolution.

3.Election and recallof Supervisory Council members 

Proposal of the Supervisory Council:

3.1. Recall of Mart Mägi as a Supervisory Council Member

To recall Mart Mägi from his position as a Supervisory Council member with effect from 23/04/2026.

3.2 Election of Priit Lello as a Supervisory Council member

To elect Priit Lello as a Supervisory Council member for a statutory three-year term of office, with effect from 24/04/2026.

3.3 Extension of Gerli Kivisoo’s term as a Supervisory Council member

To extend Gerli Kivisoo´s term as a Supervisory Council member for a further statutory three-year term of office, with effect from 02/06/2026.

Approval ofagender balance target within the Company´s management bodies

Proposal of the Supervisory Council:

To set a gender balance target pursuant to subsection 1 of § 1356 of the Securities Market Act to ensure that at least 33% of all seats on the Management Board and Supervisory Council of the Company are held by members of the underrepresented sex.

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Accepting additional items to the General Meeting agenda

Shareholders with their shares representing at least 1/20 of the share capital may make proposals regarding agenda items and request adding extra items to the General Meeting agenda, provided that this request is submitted electronically (e-mail: tvesi@tvesi.ee) and digitally signed, no later than 15 days prior to the General Meeting, i.e., by 8 April 2026 at the latest. Shareholders with their shares representing at least 1/20 of the share capital may submit their draft resolutions for each agenda item electronically (e-mail: tvesi@tvesi.ee) and with a digital signature, no later than 3 days prior to the General Meeting, i.e., before the end of the day (23:59 UTC+3) on 20 April 2026 at the latest. The process of exercising those rights is published in more detail on the Company’s website at www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23/04/2026’ section. The draft resolutions and reasoning submitted by shareholders will also be published there after receipt.

Requesting information from the Management Board and background information

After the General Meeting agenda items have been discussed, including any additional items, shareholders may request information about the Company’s activities from the Management Board. This can be done in accordance with the procedure published on the Company’s website at www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23/04/2026’ section. Shareholders may also request information from the Company’s Management Board by e-mail, sending their questions before the General Meeting by 17:00 (UTC+3) on 22 April 2026 at the latest. Background information regarding the agenda (incl. the notice to convene the General Meeting), the Annual Report of the Company for 2025, the Supervisory Council report, the Auditor’s report, the proposal for distribution of profit, reasonings regarding agenda items alongside respective draft resolutions, and any other information and documents subject to disclosure under legal acts, as well as other important information regarding the agenda, is available on the Company’s website at www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23/04/2026’ section. The website also provides an overview of the documents that shareholders must bring with them to attend the General Meeting (either in person or by proxy), as well as information provided in § 2941 of the Commercial Code. The Annual Report of the Company for 2025 and the Auditor’s report are also available on Nasdaq Baltic’s website at http://www.nasdaqbaltic.com.

If you have any questions regarding the Annual General Meeting of Shareholders, its agenda, electronic voting or the appointment of a shareholder representative, please contact Melika Kiilmaa, Head of Legal of the Company (melika.kiilmaa@tvesi.ee, telephone: +372 6262 200). Questions, answers and minutes from the General Meeting will be published on the Company’s website www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23/04/2026’ section. Notices of the appointment or withdrawal of a shareholder representative must be digitally signed or notarised and sent to the above e-mail address no later than 17:00 (UTC+3) on the business day preceding the General Meeting, i.e., 22 April 2026.

Appointing a proxy

If you are going to appoint a proxy, please inform us of your intention by 17:00 (UTC+3) on 22 April 2026 at the latest, and e-mail the digitally signed proxies to tvesi@tvesi.ee. If you are unable to obtain a digital signature, please e-mail a copy of the notarised proxy to tvesi@tvesi.ee and send the original proxy by post to the Company at: Ädala 10, 10614 Tallinn, Estonia, by 17:00 (UTC+3) on 22 April 2026 at the latest. The proxy form is available on the Company’s website www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23.04.2026->Proxy form’ section.

Electronic voting

The possibility to vote in advance using electronic means will be open from the time the notice to convene the General Meeting is published until 17:00 (UTC+3) of the day preceding the General Meeting (22 April 2026), by using the ballot paper published on the Company’s website www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23/04/2026’ section, and by sending the properly completed and digitally signed ballot paper by e-mail to tvesi@tvesi.ee. Shareholders who vote using electronic means will be deemed to have attended the General Meeting, and their votes represented by shares will be counted in the quorum of the General Meeting. The detailed procedure and instructions for voting in advance using electronic means are published on the Company’s website www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23/04/2026’ section. It is not possible to attend the General Meeting using electronic means without being physically present at the General Meeting.

Documents proving identity and right of representation required to attend the General Meeting

Shareholders are kindly requested to bring a valid identification document. Shareholder representatives are kindly requested to bring a valid identification document and a valid, digitally signed or notarised proxy (see the ‘Appointing a proxy’ section above). If you are a foreign legal person, please also bring an extract from the valid registry card showing your right of representation. Each document issued by an official in a foreign country must either be legalised or authenticated with a document certificate (apostille) and have an attached certified translation into Estonian by a sworn translator.

The notice to convene the General Meeting will be published in the daily newspaper Postimees on 31 March 2026.

The minutes of the General Meeting will be made available on the Company’s website www.tallinnavesi.ee, under the ‘Investor->Shareholders Meeting->23/04/2026’ section, no later than seven days after the meeting.

Sincerely

Aleksandr Timofejev

Chairman of the Management Board

Aktsiaselts Tallinna Vesi

(+372) 6262 200

aleksandr.timofejev@tvesi.ee

Agenda item no 1: Approval of the Annual Report for 2025

Proposal of the Supervisory Council:

RESOLUTION: To approve the consolidated Annual Report of the Company for 2025, as presented to the General Meeting.

Agenda item no 2: Distribution of profit

Proposal of the Supervisory Council:

RESOLUTION: The net profit of the Company for 2025 is €14,242 thousand. To distribute €11,400 thousand of the Company’s retained earnings of €85,783 thousand as of 31/12/2025 (incl. from the consolidated net profit of €14,242 thousand for the year 2025). Shareholders will receive €0.57 per share in dividends. 

The remainder of the retained earnings will remain undistributed. 

No allocations will be made from the net profit to the reserve capital. 

Based on the dividend proposal made by the Management Board, the Supervisory Council proposes to the shareholders that the shareholders receive dividends on 20 May 2026. The list of shareholders entitled to dividends will be established at the end of the business day of the Nasdaq CSD settlement system on 12 May 2026. Consequently, the date of change in rights attached to the shares (ex-dividend date) is 11 May 2026. Anyone acquiring shares on or after 11 May 2026 will not be entitled to the dividends determined by this resolution.

Agenda item no 3: Election and recall of Supervisory Council members

Proposal of the Supervisory Council:

3.1. Recall of Mart Mägi as a Supervisory Council Member

RESOLUTION: To recall Mart Mägi from his position as a Supervisory Council member with effect from 23/04/2026.

3.2 Election of Priit Lello as a Supervisory Council member

RESOLUTION: To elect Priit Lello as a Supervisory Council member for a statutory three-year term of office, with effect from 24/04/2026.

3.3 Extension of Gerli Kivisoo’s term as a Supervisory Council member

RESOLUTION: To extend Gerli Kivisoo’s term as a Supervisory Council member for a further statutory three-year term of office, with effect from 02/06/2026.

Agenda item no 4: Approval of a gender balance target within the Company’s management bodies

Proposal of the Supervisory Council:

RESOLUTION: To set a gender balance target pursuant to subsection 1 of § 1356 of the Securities Market Act to ensure that at least 33% of all seats on the Management Board and Supervisory Council of the Company are held by members of the underrepresented sex.

Priit Lello

Priit Lello was nominated as a candidate for the position of a member of the Supervisory Council by the City of Tallinn, and he has previously served as a member of the Supervisory Council of AS Tallinna Vesi, appointed by the City of Tallinn. Mr Lello is Head of the Tallinn City Office. He has extensive experience in public law and various sectors of private law. He also has long-term experience of judicial proceedings and of representing the local government in matters relating to constitutional review. Priit Lello is a member of the Board of Appeals. He graduated from the School of Law at the University of Tartu and holds a Master’s degree in Public Administration and Innovation from the Tallinn University of Technology. Priit Lello does not own any shares in AS Tallinna Vesi.

Gerli Kivisoo

Gerli Kivisoo has been an independent member of the Supervisory Council of AS Tallinna Vesi since 01/06/2023. She is an attorney at law (admitted to the Estonian Bar Association in 2005), specialising in securities market law, mergers and acquisitions, and corporate law. Gerli Kivisoo holds an LLB degree in Law (officially equivalent to an MA) from the University of Tartu (2004). Since 2018, she has been a partner and a member of the management board at the Ellex Raidla law firm. She has advised, in one role or another, the vast majority of Estonian issuers’ on their initial and secondary public offerings and listings, as well as worked on numerous international capital markets transactions with an Estonian element. She also acts as an official adviser to First North, an alternative market to the Nasdaq Tallinn Stock Exchange. Gerli Kivisoo holds no position at AS Tallinna Vesi and has no direct or indirect shareholding in AS Tallinna Vesi.

Aktsiaselts Tallinna Vesi (hereinafter referred to as ‘the Company’) has 20,000,000 (twenty million) shares in total.

Each share in the Company entitles its holder to 1 (one) vote at the General Meeting of Shareholders of the Company and the right to participate in the General Meeting of Shareholders of the Company, 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 law and the Company’s Articles of Association.

Shareholders (natural persons and legal representatives of legal persons) are kindly requested to bring a valid identification document with a photo. Shareholders who are foreign legal persons are additionally requested to present an extract from the valid registry card which must be either legalised or authenticated with a document certificate (apostille) and have an attached notarised translation into Estonian.

Authorised representatives of a shareholder are kindly requested to bring a valid identification document with a photo and a valid proxy (original). The proxy may be either an unattested proxy or a notarised proxy. The representatives’ proxies issued in a foreign country must be notarised and translated into Estonian, and the notarised proxies must be either legalised or authenticated with a document certificate (apostille), and these documents must have an attached notarised translation into Estonian. This requirement regarding the proxies applies also if a shareholder who is a natural person, issues a proxy to a representative in a foreign country.

Should a shareholder use the proxy form to appoint a representative, there are two alternatives for submitting a proxy.

A shareholder or a shareholder’s legal representative may fill out the proxy form in an electronic format, sign it digitally and e-mail to tvesi@tvesi.ee by 17:00 (UTC+3) on 22/04/2026 at the latest. This alternative is available to those shareholders who have the opportunity of using a digital signature (ID-card, digi-ID or Mobile-ID). If the proxy has been submitted by using this option, there is no need to present the proxy upon registration for the General Meeting.

A shareholder or a shareholder’s legal representative may fill out the proxy form in an electronic format, print and sign it, and have it notarised. Thereafter, the signed and notarised proxy is to be scanned and e-mailed to tvesi@tvesi.ee, and the original may either be sent by post to the address: Ädala 10, Tallinn 10614, so that it is received at 17:00 (UTC+3) on 22/04/2026 at the latest, or the representative may bring the original proxy to the General Meeting and present it along with all other required documents upon registration for the General Meeting.

AS Tallinna Vesi reserves the right to disregard any proxy form that has not been completed or submitted correctly, and not recognise it as a document certifying the right of representation.

After all of items on the agenda of the General Meeting, including any additional agenda items, have been discussed, shareholders may ask the Management Board for information about Aktsiaselts Tallinna Vesi’s activities. Shareholders may submit their questions either verbally or in writing, addressing the Chairman of the General Meeting. The Chairman of the General Meeting may answer the question themselves if informed about the matter or ask the Management Board member holding the relevant information to answer the question.

Shareholders may also ask the Company’s Management Board for information by e-mail, sending their questions before the General Meeting to Head of Legal of the Company, Melika Kiilmaa, (melika.kiilmaa@tvesi.ee, phone: +372 626 2200).

The questions and answers will be published on the Company’s website.

The Management Board may refuse to provide information if it might cause significant damage to the interests of the Company. In the event that the Management Board refuses to provide information, the shareholder has the right to immediately demand that the General Meeting decide on the legality of the shareholder’s request under a separate agenda item or to file a petition to the court by way of proceeding on petition within two weeks from the date of the General Meeting, in order to oblige the Management Board to provide the information. .

Shareholders, whose shares represent at least 1/20 of the share capital, may request for additional matters to be added to the agenda of the General Meeting, provided that the relevant request is submitted in writing no later than fifteen (15) days before the General Meeting. These requests must be submitted in electronic format (e-mail: tvesi@tvesi.ee) and signed digitally, so that AS Tallinna Vesi receives those by 8 April 2026 (inclusive) at the latest.

A draft resolution or a reasoning must be submitted in electronic format (e-mail: tvesi@tvesi.ee) and signed digitally for each additional matter proposed to be included in the agenda of the General Meeting.

The matters that are within the competence of the General Meeting according to § 298 of the Commercial Code may be submitted to the General Meeting for a resolution.

A request for an addition to the agenda submitted without a relevant draft resolution or reasoning means that the proposal has not been submitted properly, in accordance with the requirements of the law and such proposal cannot be considered at the General Meeting, therefore, it will not be regarded as an additional agenda item at the General Meeting.

Shareholders, whose shares represent at least 1/20 of the share capital, may submit in writing a draft resolution in respect to each item on the agenda, both those in the General Meeting’s notice and other shareholders’ proposals for additional agenda items, no later than three (3) days before the General Meeting. Therefore, the proposed draft resolutions must be submitted in electronic format (e-mail: tvesi@tvesi.ee) and signed digitally, so that AS Tallinna Vesi receives those by the end of day (i.e., 23:59 UTC+3) on 20 April 2026 at the latest.

The proposals for additional agenda items duly submitted to AS Tallinna Vesi and the draft resolutions or reasonings proposed on both the existing and additional agenda items, along with the proposing shareholder’s name, will be published on AS Tallinna Vesi’s website on a business day following the receipt of the proposal. The numeration of additional agenda items will begin with the number following the number of the last agenda item stated in the notice to convene the General Meeting, i.e., additional agenda items will be added to the numeration of the initial agenda items.

At the beginning of the General Meeting, whilst introducing the agenda, the Chairman of the General Meeting will introduce all agenda items, both those stated in the notice as well as any additional agenda items, and the relevant draft resolutions or reasonings, including alternative draft resolutions put forward for the initial agenda items provided in the notice of the General Meeting.

The procedure for electronic advance voting at the Annual General Meeting of Shareholders (hereinafter the General Meeting) to be held on 22 May 2025 has been established by the Management Board of AS Tallinna Vesi (hereinafter the Company) pursuant to the clause 6.2.9 of the Articles of Association and § 2982 of the Commercial Code as follows.

Shareholders may vote on the draft resolutions prepared on items in the agenda of the General Meeting, using electronic means, before the General Meeting as follows:

1. The possibility to vote will be opened from publishing the notice to convene the General Meeting until 17:00 (UTC+3) on the day preceding the day of the General Meeting (21 May 2025).
2. A shareholder who voted using electronic means shall be deemed as having participated in the General Meeting and their votes represented by shares shall be counted in the quorum of the General Meeting, unless otherwise provided by law.
3. Together with the notice to convene the General Meeting, the Management Board shall make public the form of ballot paper in electronic form (in the form of a word-processing file) both in Estonian and in English, prepared in order to vote on the draft resolutions prepared on items in the agenda of the General Meeting (hereinafter the ballot paper). Each shareholder shall choose whether they want to use the ballot paper in Estonian or in English. Ballot papers in Estonian and in English carry equal weight in calculation of the votes.
4. For electronic voting, a shareholder shall complete the ballot paper by stating their vote in an unambiguous manner (in Estonian ‘hääletan poolt’, ‘hääletan vastu’ or ‘olen erapooletu’; in English ‘I vote in favour’, ‘I vote against’ or ‘I abstain’) for each draft resolution and shall endorse the ballot paper by signing it electronically with a qualified e-signature (in Estonia, for example, using an ID-card, a Mobile-ID, or a Smart-ID account that meets a qualified e-signature standard).
5. The shareholder shall e-mail the completed and signed ballot paper to the Management Board to the e-mail address tvesi@tvesi.ee by the date indicated in clause 1 at the latest.
6. In case a shareholder has appointed a proxy to complete and sign the ballot paper for themselves, the documents certifying right of representation required for attending the General Meeting indicated in the notice to convene the General Meeting shall be presented together with the ballot paper. In case the document certifying the right to represent a shareholder can only be provided on paper, it must be forwarded to the Company address at Ädala 10, 10614 Tallinn by 17:00 (UTC+3) on 21 May 2025 at the latest. In case a shareholder is a legal person who has registered their right of representation in the Estonian commercial register (legal right of representation of a Member of the Management Board or the procurator), there is no need to provide the document certifying right of representation together with the ballot paper.
7. The shareholder shall be notified of the receipt of their ballot paper at the earliest opportunity after the ballot paper has been received and technically examined, by e-mail to the address from which the ballot paper was sent.
8. The Management Board shall be entitled not to take into account the ballot papers received by the Management Board after the date indicated in clause 1, or which do not adhere to the voting procedure in whichever regard, or which are unclear. In the event that the timely receipt of the ballot paper is prevented by technical problems, the Management Board shall be entitled to take a decision on the taking into account of votes received after the deadline until the relevant draft resolution is put to the vote at the General Meeting.
9. In the event that a shareholder sends several completed ballot papers to the Management Board, the ballot paper received later in time shall be considered valid. All earlier ballot papers of that shareholder shall be considered invalid.
10. In the event that a shareholder has sent one or more completed ballot papers but also attends the General Meeting in person, all the ballot papers submitted by the shareholder shall be considered invalid.