Market announcement

Title

Invitation, agenda and proposals to the AGM

Message

Annual general meeting of Harju Elekter shareholders will be held on Thursday, 3 May 2012, beginning at 10:00 a.m., at venue of Keila Kultuurikeskus (address: Keskväljak 12, Keila).

The Supervisory Board of the Joint Stock Company Harju Elekter determined the following agenda of the general meeting:

1. Approval to AS Harju Elekter annual report of the year 2011.
To approve the annual report of AS Harju Elekter of 2011, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 52,920 thousand euros as of 31.12.2011, while the turnover of the financial year was 46,674 thousand euros and net profit 2,773 thousand euros.

2. Approval to profit distribution. 
To approve the profit distribution proposal of AS Harju Elekter of 2011 as presented by the management board and as approved by the supervisory board as follows:

retained profit from previous periods on 31.12.2011	 9,899 thousand euros
total net profit of the financial year	                 2,773 thousand euros
total retained profit on 31.12.2011	                12,672 thousand euros
Management board’s proposal for the distribution of profit as follows:
dividends (0,07 euros per share*)	                 1,176 thousand euros
increase of reserves	                                   103 thousand euros
balance carried forward after profit distribution	11,393 thousand euros

The dividends will be paid to the shareholders on 22 May 2012 by a transfer to the bank account of the shareholder. * The shareholders registered in the shareholders’ registry on 17 May 2012 at 23.59 shall be entitled to dividend.

3. Approval of the composition and remuneration of the Supervisory Board
To appoint a five-member Supervisory Board for the company for the next five years and members as following: Mr Endel Palla, Mr Madis Talgre, Mr Andres Toome, Mr Ain Kabal  and Mrs Triinu Tombak. Mandate enters into force date of this decision. Approve the remuneration procedure for the members.

4. Appointment and remuneration of auditors
To appoint KPMG Baltics OÜ, register code 10096082 to perform the audit of AS Harju Elekter on the years 2012-2014. Consent obtained. The auditor will be remunerated according to the agreement.

5. Increasing the share capital
According to the AGM decision No. 4 from 23 April 2009, to realize the targeted share issue (share option) program, and to increase the share capital by 420,000 (four hundred twenty one thousand) euros up to 12,180,000 (twelve million one hundred and eighty thousand) euros, by issuing 600,000 (six hundred thousand) new ordinary shares (nominal value EUR 0.70) through monetary contributions. 

6. Planning of a share option
To approve the proposal concerning the planning of a share option of up to 600 000 shares with nominal value EUR 0.70 in the year 2015.

The annual report of 2011, agenda and proposals to the AGM of shareholders are available for preliminary examination in the Internet, company’s home page or in Keila, 31 Paldiski Road. Questions about agenda items can be sent to the address [email protected]. Questions, answers and the positions of the meeting will be published on the website.
 
According to § 297 (5) of the Commercial Code, the list of shareholders entitled to vote at the meeting will be fixed at 23.59 on 26.04.2012. Registration of the participants starts on 3 May 2012 at 9 a.m. For the registration we ask you to take with you an identification document. A representative of shareholder is requested to take with him/her a document certifying their right of representation or a valid copy of the commercial register card.
        
Andres Allikmäe
Managing Director/CEO
+372 6747 400