Agreement of shareholders with substantial shareholding

The City of Tallinn and OÜ Utilitas as the shareholders of AS Tallinna Vesi entered into an agreement on 03/02/2021 (hereinafter the Shareholders Agreement) which took effect on 31/03/2021. AS Tallinna Vesi joined the Shareholders Agreement when it came into effect.

Pursuant to the clause 7.8 of “Requirements for Issuers” of the market regulation of Nasdaq Tallinn, an Issuer is required to ensure that shareholders holding five per cent (5%) and more of the votes represented by the shares of the Issuer disclose information, through the Issuer, on all the significant provisions of all the agreements made with other shareholders or third parties which are aimed at restricting the free transferability of the shares or which may have a significant effect on the price of the shares.

Pursuant to the clause 7.9.3 of “Requirements for Issuers”, an issuer is obliged to disclose immediately information about transactions with persons connected with the Issuer. The information disclosed about such transactions shall include:

1. information on all the parties to the transaction and their connection with the Issuer;
2. a description of the conditions of the transaction and information on the sum to be received or paid by the Issuer and the due dates of payment;
3. information on the effect of the transaction on the Issuer’s profit, assets and liabilities;
4. information on the number of the Issuer’s shares held by the connected person after the transaction, if the substance of the transaction is the acquisition of a holding from the connected person and the Issuer uses its own shares to pay for acquiring the holding.

At the time of disclosing this notice, the City of Tallinn holds 10,469,565 A-shares (i.e. representing 52.35% of the share capital of AS Tallinna Vesi) and 1 B-share in AS Tallinna Vesi (hereinafter also referred to as the Company). OÜ Utilitas holds 3,530,435 A-shares in the Company (i.e. representing 17.65% of the share capital of the Company).

The Shareholders Agreement regulates the commercial policy of the Company, however, the liabilities of the parties arising therefrom are not defined by any amounts, which renders it impossible to indicate the effect of the Shareholders Agreement on the profit, assets and liabilities of the Company. The Shareholders Agreement does not provide for the payment of any specific sums to the Company or by the Company, and the entry into force of the Shareholders Agreement did not lead to any change in the number of shares of the Company owned by any of the parties to the Shareholders Agreement.