Today, on 14 May 2015 starting at 10 a.m., the annual general meeting of the shareholders of AS Harju Elekter was held at Keskväljak 12, Keila. The AGM was attended by 84 shareholders and their authorised representatives who represented the total of 12,392,987 votes accounting for 71.22 % of the total votes.
The agenda of the general meeting was as follows:
1. Approval to AS Harju Elekter annual report of 2014;
2. Approval to profit distribution;
3. Appointment and remuneration of auditors;
4. Increasing the share capital
- Approval to AS Harju Elekter annual report of the year 2014
The general meeting resolved:
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.
The number of the votes given in favor of the resolution was 12,392,987 which accounted for 100.00 % of the voted participants.
- Approval to profit distribution
The general meeting resolved:
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.
The number of the votes given in favor of the resolution was 12,375,417 which accounted for 99.86 % of the voted participants.
- Appointment and remuneration of auditors
The general meeting resolved:
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.
The number of the votes given in favor of the resolution was 12,376,787 which accounted for 99.87 % of the voted participants.
- Increasing the share capital
The general meeting resolved:
4.1 According to the AGM decision No. 6 from 3 May 2012, to realize the targeted share issue (share option) program, which was directed to the members of the directing bodies, leading specialists and engineers of companies within the same group with AS Harju Elekter and the members of the management board of affiliated companies of AS Harju Elekter.
4.2 To increase the share capital by 420,000 (four hundred twenty one thousand) euros up to 12,600,000 (twelve million six hundred thousand) euros, by issuing new shares by monetary contributions.
4.3 Increase the share capital by issuing 600 000 (six hundred thousand) new ordinary shares with nominal value 0.70 euros.
4.4 In accordance with the decision of the AGM No 6 clause 6.4 from 3rd of May 2012, the issue price of the share is 2.36 euros per share including issue premium in the amount of 1,66 euros.
4.5 In accordance with the decision of the AGM No 4 clause 6.3 from 3rd of May 2012, the pre-emption of the current shareholders to subscribe for new shares is precluded.
4.6 In accordance with the decision of the AGM No 6 clause 6.6 and 6.7 from 3rd of May 2012, the right to subscribe for new shares have the persons with whom have been concluded the preliminary contract and which is valid at the time of subscription for shares, taking into consideration the differences in the decision of the AGM No 6 clause 6.7 from 3rd of May 2012 due to retirement.
4.7 Subscription for the shares to be issued shall be during the time period of 16.06-30.06.2015.
4.8 The Management Board shall send out the subscription notice to the persons, specified in clause 4.6 herein, within 14 calendar days after the adoption of this resolution.
4.9 Subscription for the shares shall be taken place at the premises of the management board of AS Harju Elekter at the address Paldiski mnt 31, 76606 KEILA, on working days from 10.00-14.00.
4.10 In accordance with the decision of the AGM No 6 clause 6.8 from 3rd of May 2012 the payment for the shares to be subscribed for shall be made before the subscription by transferring the above mentioned amount to the bank account of AS Harju Elekter, a/c no EE172200221011207998 Swedbank, presenting upon subscription a payment document, evidencing the payment for the shares to the extent of the shares to be subscribed for.
4.11 In accordance with the decision of the AGM No 6 clause 6.14 from 3rd of May 2012, new shares shall give the right to receive dividends as of the financial year of 2015.
4.12 Authorize the management board of AS Harju Elekter within 15 days from the end of the subscription period to cancel the shares which have not been subscribed or which have not been paid for at the end of subscription and payment period.
4.13 In accordance with the clause 4.12 herein, in case of cancelling the shares by the management board of AS Harju Elekter, the share capital shall be increased in the amount less of nominal value of the cancelled shares and the number of shares issued.
The number of the votes given in favor of the resolution was 12,104,448 which accounted for 97.67 % of the voted participants.
Andres Allikmäe
Managing Director/CEO
+372 674 7400
Prepared by:
Moonika Vetevool
Corporate communication and investor relations manager
+372 671 2761
| 29.04.2015
Financial results, 1-3/2015 In Q1 2015, AS Harju Elekter was affected by normal seasonality. Finnkumu Oy was consolidated and added to the Group’s results; although, compared to last year, the profit from AS Draka Keila Cables was no longer consolidated. A decline in the Estonian segment was mostly due to the non-performance of the contractual order volume by Eesti Energia.
In the accounting quarter, the Group’s consolidated revenue was 10.9 million euros, which was 13.3% compared to the reference period. 90% of sales income was earned from the Production segment, and Real Estate together with other areas of activity contributed 10% of the consolidated sales volume. There has been a growth in sales revenue among almost all products and services. More than 91% of sales revenue originated from the sale of electrical equipment, having increased 14% in the reporting quarter. 72% of the Group’s products and services were sold in foreign markets, outside Estonia (Q1 2014: 64%). Finland is the biggest market of the Group. In the reporting quarter, 56% of the Group’s products and services were sold in Finland (Q1 2014: 45%). The sales volume of Estonian segment has decreased by 11.2%. In the reporting quarter, the operating expenses increased by 14.3%. Since the cost of sales increased at a pace that exceeded the sales revenue, the gross profit margin decreased by 2.1 percentage points in comparison to the indicator for the comparable period. Because of the Group’s Estonian and Finnish subsidiaries participation in Tampere energy fair, the distribution costs increased by 33,000 euros to 684,000 euros, the rate of distribution costs to revenue accounted for 6.2% (Q1 2014: 6.7%) in the reporting quarter. Administrative expenses were 49,000 euros higher than the indicator for the comparable period, and the rate of administrative expenses to revenue accounted for 9.4%, having decreased by 0.7 percentage points. In Q1 2015, the average 467 people worked in the Group − on the average by 27 persons more than in the reference period. In the first quarter, employee wages and salaries totalled 2,388 (Q1 2014: 2,170) thousand euros. The average wages per employee per month amounted 1,705 (Q1 2014: 1,645) euros. The labour and salary costs increased by 9.7% up to 3.1 million euros in Q1 2015 and the rate of labour costs decreased to 28.2%, from 29.1% in Q1 2014. In the first quarter the gross profit of the Group was 1.7 (Q1 2014: 1.7) million euros. The gross profit margin was 15.5% (Q1 2014: 17.6%). The Group’s operating profit of Q1 2015 was 29 (Q1 2014:56) thousand euros and EBITDA 388 (Q1 2014: 441) thousand euros. Return of sales for the accounting quarter was 0.3% (Q1 2014: 0.6%) and return of sales before depreciation 3.5% (Q1 2014: 4.6%). In Q1 2014, the Group consolidated from the associated company a profit of 324,000 euros. The Group sold the associated company in 2014. The consolidated profit of AS Draka Keila Cables contributed 87% of the Group’s net profit for Q1 2014. Overall, the consolidated net profit of the Q1 2015 was 10 (Q1 2014: 371) thousand euros, of which the share of the owners of the Company was 16 (Q1 2013: 391) thousand euros. During 3 months, the amount of the consolidated balance sheet increased by 5.3 million euros and compered to the period under review increased by 4.2 million euros up to 75.0 million euros, as of 31 March 2015. During the 3-months period, the Group’s investments to non-current assets totalled 1.04 (Q1 2014: 0.40) million euros. Subsequent events: The Management Board of AS Harju Elekter sent out invitations to its shareholders on convening an annual general meeting of shareholders in the Keila Kultuurikeskus, on 14 May 2015. The Board will propose to the AGM to pay a dividend of 0.15 (2013: 0.10) euros per share for the year 2014, totalling 2.61 (2013: 1.74) million euros. On 23 April 2015, AS Harju Elekter signed a contract for the purchase of all shares in Lithuanian subsidiary UAB Rifas. In the transaction, AS Harju Elekter acquired a holding of 37% in their subsidiary UAB Rifas, in addition to the previously acquired 63%, and in doing so became the sole owner of the company. Acquiring all of the shares of UAB Rifas was a strategic move by the Group, helping to secure their position in Lithuania and on export markets. Andres Allikmäe For more information: Internal report 1-3/2015
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