The Management Board of AS Harju Elekter Group (registry code 10029524, address
Paldiski mnt 31/2, Keila) convenes the Annual General Meeting of shareholders.
The General Meeting will take place on 26 April 2024 at 14:00 p.m. at venue of
Swissôtel Tallinn (address: Tornimäe 3, Tallinn).
Registration of meeting participants will start on 26 April 2024 at 13:00. The
list of shareholders entitled to vote at the meeting is fixed seven days before
the General Meeting, i.e. as of the end of the business day of the Nasdaq CSD
Estonian settlement system on 19 April 2024.
Shareholders can vote on the items on the agenda before the General Meeting by
e-mail or post. A more detailed overview of how it is possible to vote before
the General Meeting, is provided in the section "Organisational issues" of this
notice and on the website of AS Harju Elekter Group at www.harjuelekter.com
(http://www.harjuelekter.com).
The Supervisory Board of Aktsiaselts Harju Elekter Group set the agenda of the
following General Meeting and approved the following proposals:
1. Approval of the 2023 Annual Report of AS Harju Elekter Group
Approve the 2023 Annual Report prepared by the Management Board and approved by
the Supervisory Board, according to which the total consolidated balance sheet
as of 31 December 2023 is 178,4 million euros, revenue is 209,0 million euros,
operating profit is 8,1 million euros and net profit is 5,2 million euros.
2. Approval of profit distribution
Approve the 2023 profit distribution proposal of AS Harju Elekter Group
submitted by the Management Board and approved by the Supervisory Board as
follows:
Retained earnings EUR 46,822,252
Net profit for 2023 EUR 5,159,811
Total distributable profit as of 31.12.2023 EUR 51,982,063
The Management Board proposes the distribution of profits as follows:
Dividends (EUR 0.13 per share*) EUR 2 404,840
Retained earnings after distribution of profit EUR 49,577,223
*Dividends will be paid to shareholders on 28 May 2024, by transfer to the
shareholder's bank account. The list of shareholders for the payment of
dividends is established on 21 May 2024 as at the end of the business day in the
accounting system. The date of the change in the rights related to the
securities (ex-date) is 20 May 2024, from this date, the person who acquired the
shares is not entitled to receive dividends for the financial year 2023.
3. Appointment of auditor
To appoint AS PricewaterhouseCoopers, register code 10142876 to perform the
audit of AS Harju Elekter Group on the years 2024-2025. The auditor will be
remunerated according to the agreement.
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ORGNISATIONAL ISSUES
Shareholders whose shares represent at least 1/20 of the share capital may
request that additional items be included in the agenda of the General Meeting
if the respective request is submitted in writing 15 days before the General
Meeting, no later than on 11 April 2024.
Shareholders whose shares represent at least 1/20 of the share capital may
submit a draft resolution on each item on the agenda no later than 3 days before
the General Meeting, no later than on 23 April 2024. Further information on the
procedure and terms for exercising the rights provided pursuant to section §
287 (right of shareholder to information), subsection 293 (2) (right to request
inclusion of additional items on the agenda and subsection 293(1) (3)
(obligation to submit a draft resolution or a substantiation simultaneously with
the demand on the modification of the agenda) and subsection 293(1) (4) (right
to submit a draft resolution in respect to each item on the agenda) has been
disclosed on the website of AS Harju Elekter Group at www.harjuelekter.com
(http://www.harjuelekter.com). This is also where draft resolutions submitted by
shareholders and the substantiations of the resolutions, if any, are also
disclosed.
The documents of the annual general meeting of AS Harju Elekter Group, including
the annual report, the sworn auditor's report, the profit distribution proposal,
the report of the Supervisory Board, and the draft resolutions of the items on
the agenda are available on the company's website at www.harjuelekter.com
(http://www.harjuelekter.com) or in Keila, at Paldiski mnt 31/2. Questions
regarding the items on the agenda can be submitted to the e-mail address
yldkoosolek@harjuelekter.com (mailto:yldkoosolek@harjuelekter.com). Questions,
answers, and positions of the meeting are published on the company's Internet
website.
Appointment of a representative. Prior to the General Meeting, a shareholder may
announce the appointment of a representative and the revocation of the power of
attorney granted to the representative by sending an e-mail to
yldkoosolek@harjuelekter.com (mailto:yldkoosolek@harjuelekter.com) or by handing
over the said document(s) on working days from 10:00 to 16:00 but no later than
on 23 April 2024 at the AS Harju Elekter Group office at Paldiski mnt 31/2 (3rd
floor) in Keila. A shareholder may use power of attorney forms to authorize a
representative available on the website of AS Harju Elekter Group
www.harjuelekter.com (http://www.harjuelekter.com).
If voting prior to the General Meeting, shareholders are requested to fill in
the ballot papers available on the website of AS Harju Elekter Group at
www.harjuelekter.com (http://www.harjuelekter.com) and attached to the stock
exchange announcement convening the General Meeting. When voting by e-mail, the
completed ballot papers must be digitally signed and sent by e-mail to
yldkoosolek@harjuelekter.com (mailto:yldkoosolek@harjuelekter.com) no later than
by 25 April 2024 at 11:00.
When voting by mail, the completed ballot papers must be signed by hand and sent
with a copy of the personal data of the signatory's identity document by mail no
later than by 25 April 2024 at 11:00 to the address of AS Harju Elekter Group,
Paldiski mnt 31/2, Keila 76606.
Ballot papers received after the above deadline shall not be considered. If a
shareholder submits several completed ballot papers, the ballot paper with the
latest digital signature time stamp or time of mailing shall be deemed valid.
All previously submitted ballot papers shall be deemed invalid.
If the shareholder who submitted a ballot paper before the General Meeting also
physically participates in the General Meeting, all ballot papers sent by the
shareholder before the General Meeting shall be deemed invalid. The exact
procedure for voting prior to the General Meeting is provided in the shareholder
information document available on the website of AS Harju Elekter Group at
www.harjuelekter.com (http://www.harjuelekter.com) and in the stock exchange
announcement convening the General Meeting.
To register participants physically attending the General Meeting the following
is required: shareholder who is a natural person - identity document;
representative of a shareholder who is a natural person - identity document and
a power of attorney in written form; legal representative of a shareholder who
is a legal person - an extract from the relevant (commercial) register where the
legal person is registered and an identity document of the representative;
contractual representative of a shareholder who is a legal person shall submit a
power of attorney in written form in addition to the documents specified above.
Please legalise or apostille the documents of a legal person registered abroad
in advance, unless otherwise provided by an international agreement. AS Harju
Elekter Group may register a shareholder who is a foreign legal person as a
participant in a General Meeting even if all the required information about the
legal person or its representative is contained in a notarised power of attorney
issued to the representative abroad and that power of attorney is acceptable in
Estonia. Please present a passport or ID Card as an identity document.
Questions regarding the general meeting, also about voting, can be submitted to
the e-mail address yldkoosolek@harjuelekter.com
(mailto:yldkoosolek@harjuelekter.com).
Tiit Atso
Chairman of the Management Board
+372 674 7400
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