Tallinna Vesi — Proxy Solicitation & Information Statement 2026

Mar 31, 2026

Notice to convene the Annual General Meeting of Shareholders of Aktsiaselts Tallinna Vesi

Notice to convene the Annual General Meeting of Shareholders of Aktsiaselts Tallinna Vesi

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 May 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:

1. 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.

1. Distribution of profit

Proposal of the Supervisory Council:

The net profit of the Company for 2025 is EUR14,242 thousand. To distribute
EUR11,400 thousand of the Company's retained earnings of EUR85,783 thousand as of
31/12/2025 (incl. from the consolidated net profit of EUR14,242 thousand for the
year 2025). Shareholders will receive EUR0.57 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.

1. Election and recall of 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.

1. Approval of a gender balance target within the Company´s management bodies

Proposal of the Supervisory Council:

To set a gender balance target pursuant to subsection 1 of § 135(6) 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: [email protected] (mailto:[email protected])) 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:
[email protected] (mailto:[email protected])) 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
(http://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
(http://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 (http://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 § 294(1) 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 (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
([email protected], telephone: +372 6262 200). Questions, answers and
minutes from the General Meeting will be published on the Company's website
www.tallinnavesi.ee (http://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 [email protected] (mailto:[email protected]). If you are unable to obtain a
digital signature, please e-mail a copy of the notarised proxy to [email protected]
(mailto:[email protected]) 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
(http://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
(http://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 [email protected] (mailto:[email protected]). 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 (http://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 (http://www.tallinnavesi.ee), under the 'Investor-

Shareholders Meeting->23/04/2026' section, no later than seven days after the
meeting.

Aleksandr Timofejev
Chairman of the Management Board
Aktsiaselts Tallinna Vesi
(+372) 6262 200
[email protected] (mailto:[email protected])