Opinion of the Supervisory Council of Aktsiaselts Tallinna Vesi on takeover offer

This opinion of the supervisory council (“Supervisory Council”) of AKTSIASELTS TALLINNA VESI (“ASTV”) has been issued on 22 April 2021, in accordance with subsection 171 (2) of the Estonian Securities Market Act (“SMA”) and Chapter 9 of Regulation No. 71 of the Estonian Minister of Finance, dated 28 May 2002, “The Rules of Takeover Offers” in connection with the mandatory takeover offer made the City of Tallinn and Osaühing Utilitas (jointly as “Offerors”, separately as “City of Tallinn” or “Utilitas” respectively) on 13 April 2021 for the acquisition of all ASTV A-shares not held by the Offerors (“Offer”).

On the date of this opinion, the members of the Supervisory Council are Priit Lello, Katrin Kendra, Mart Mägi, Robert Kitt, Priit Koit (Chairman of the Supervisory Council), Niall Mills, Allar Jõks and Priit Rohumaa. The term of office of Toivo Tootsen as a member of the Supervisory Council has expired.

The Supervisory Council, having reviewed the prospectus and notice of the Offer, is of the following opinion:

          1.     Contracts and other relationships between the Offerors and members of the Supervisory Council and Management Board

Of the members of the Supervisory Council, Priit Lello and Katrin Kendra have relationships with the City of Tallinn. Priit Lello is the Head of Tallinn City Office, who has been appointed on the basis of an order of Tallinn City Government and a directive of the mayor of City of Tallinn. Katrin Kendra is the Financial Director of the City of Tallinn, who has been appointed on the basis of an order of Tallinn City Government and a directive of the Head of Tallinn City Office.

Of the members of the Supervisory Council, Priit Koit, Robert Kitt and Niall Mills have relationships with Utilitas. Priit Koit is a member of the management board of Utilitas (manager). Robert Kitt is, since March 2021, a member of the management boards of AS Utilitas Tallinn and AS Utilitas Eesti, both members of the Utilitas group. Niall Mills is the managing partner of First Sentier Investors, which is a related party of Utilitas. Priit Koit has a contract of a member of the management board with Utilitas. Robert Kitt has contracts of a member of the management board with AS Utilitas Tallinn and AS Utilitas Eesti.