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AS Harju Elekter notice of the annual general meeting

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Annual general meeting of Harju Elekter shareholders will be held on Thursday, 14 May 2015, beginning at 10 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 2014.

To approve the annual report of AS Harju Elekter of 2014, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 69,792 thousand euros as of 31.12.2014, while the sales revenue of the financial year was 50,606 thousand euros and net profit 9,697 thousand euros.

2. Approval to profit distribution.

To approve the profit distribution proposal of AS Harju Elekter of 2014 as presented by the management board and as approved by the supervisory board as follows:

retained profit from previous periods on 31.12.2014 16,967 thousand euros 
total net profit of the financial year               9,697 thousand euros 
total retained profit on 31.12.2014                 26,664 thousand euros 

Management board’s proposal for the distribution of profit as follows:

dividends (0,15 euros per share*)                    2,610 thousand euros 
balance carried forward after profit distribution   24,054 thousand euros 

The dividends will be paid to the shareholders on 3 June 2015 by a transfer to the bank account of the shareholder. * The shareholders registered in the shareholders’ registry on 28 May 2015 at 23.59 shall be entitled to dividend.

3. Appointment and remuneration of auditors
 To appoint KPMG Baltics OÜ, register code 10096082 to perform the audit of AS Harju Elekter on the years 2015-2017. Consent obtained. The auditor will be remunerated according to the agreement.

4. Increasing the share capital
 According to the AGM decision No. 6 from 3 May 2012, to realize the targeted share issue (share option) program, and to increase the share capital by 420,000 (four hundred twenty thousand) euros up to 12,600,000 (twelve million six hundred thousand) euros, by issuing 600,000 (six hundred thousand) new ordinary shares through monetary contributions.

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 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 7.05.2015. Registration of the participants starts on 14 May 2015 at 9 AM. Please submit the following documents to register the participants of the general meeting: a shareholder that is a natural person – personal identification document; a representative of a shareholder that is a natural person – personal identification document and a written letter of authorisation; a legal representative of a shareholder that is a legal person – an extract of the relevant (commercial) register in which the legal person is registered, and the personal identification document of the representative; a transactional representative of a shareholder that is a legal person is also required to submit a written authorisation issued by the legal representative of the legal person in addition to the above listed documents. We ask the documents of a legal person registered in a foreign country to be legalised or having an apostil attached to the documents beforehand, unless specified otherwise in an international agreement. AS Harju Elekter may register a shareholder that is a legal person from a foreign country to the general meeting also in case all required information on the legal person and its representative are included in a notarised letter of authorisation issued in the foreign country and the respective letter of authorisation is accepted in Estonia. We ask you to present a passport or an ID-card as a personal identification document. 

A shareholder may inform of the appointment of a representative or withdrawal of an authorisation given to a representative before the general meeting by e-mail on [email protected] or by submitting the mentioned document(s) on business days from 8.30 AM to 4 PM no later than by 13 May 2015 to the secretariat of AS Harju Elekter at Paldiski Str 31 (3nd floor) in Keila.

The annual report of 2014, 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 Str. 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.

The shareholders whose shares represent at least 1/20 of the share capital may request the inclusion of additional issues to the agenda of the general meeting, provided that the respective request has been submitted in writing no later than by 29 April 2015. The shareholders whose shares represent at least 1/20 of the share capital may submit a written draft of the resolution in respect to each item on the agenda no later than by 11 May 2015. More detailed information available on §287 of the Commercial Code (right of shareholder to information), §293 (2) (right to demand the inclusion of additional issues in the agenda) and §2931 (3) (obligation to submit simultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §2931 (4) (right to submit a draft of the resolution in respect to each item on the agenda) about the rules and term of exercising these rights have been published on the homepage of AS Harju Elekter at www.harjuelekter.ee. The drafts of the resolutions and substantiations submitted by the shareholders will be published on the same homepage, if any are received. After the items on the agenda of the general meeting, including additional issues, have been discussed, the shareholders can ask for information from the management board about the activity of the public limited company.     

Andres Allikmäe
Managing Director/CEO
+372 6747 400

 

Prepared by:
Moonika Vetevool
Corporate communication and investor relations manager
+372 671 2761