AGM decisions

03.05.2018 Market Announcements Annual General Meeting

Today, on 3 May 2018 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 103 shareholders and their authorised representatives who represented the total of 12,577,346 votes accounting for 70.90 % of the total votes.

The agenda of the general meeting was as follows:
1. Approval to AS Harju Elekter annual report of 2017;
2. Approval to profit distribution;
3. Appointment and remuneration of auditors;
4. Approval of the stock option programme

1. Approval to AS Harju Elekter annual report of the year 2017

The general meeting resolved:
To approve the annual report of AS Harju Elekter of 2017, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 89,977 thousand euros as of 31.12.2017, while the sales revenue of the financial year was 102,402 thousand euros and net profit 29,132 thousand euros.

The number of the votes given in favor of the resolution was 12,563,652 which accounted for 99.89 % of the voted participants.

2. Approval to profit distribution

The general meeting resolved:
To approve the profit distribution proposal of AS Harju Elekter of 2017 as presented by the management board and as approved by the supervisory board as follows:

retained profit from previous periods on 31.12.2017

25,919,289 euros

total net profit of the financial year

 29,128,985 euros

total retained profit on 31.12.2017

55,048,274 euros

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

dividends (0,24 euros per share*)

 4,257,571 euros

balance carried forward after profit distribution

50,790,703 euros

The dividends will be paid to the shareholders on 22 May 2018 by a transfer to the bank account of the shareholder. * The shareholders registered in the shareholders’ registry on 17 May 2018 as of the end of the business day in the accounting system, shall be entitled to dividend. The dividend payment ex-date is 16.05.2018. From that date the new owner of the shares is not entitled to dividends for the year 2017.

The number of the votes given in favor of the resolution was 12,560,083 which accounted for 99.86 % of the voted participants.

3. Appointment and remuneration of auditors

The general meeting resolved:
To appoint AS PricewaterhouseCoopers, register code 10142876to perform the audit of AS Harju Elekter on the years 2018-2020. Consent obtained. The auditor will be remunerated according to the agreement.

The number of the votes given in favor of the resolution was 12,546,469 which accounted for 99.75 % of the voted participants.

4. Approval of the stock option programme

The general meeting resolved:
To approve the stock option program of Harju Elekter (hereinafter: Option Program) on the following basic terms and conditions:

1.   The purpose of the Option Program is to engage the key persons of enterprises belonging to the same group as Harju Elekter, incl. the members of the governing bodies, leading specialists and engineers, as shareholders of AS Harju Elekter, to motivate them to act in the name of achieving better economic outcomes for Harju Elekter, thereby ensuring the business development of AS Harju Elekter and involving additional funds in the equity of AS Harju Elekter, and therefore increasing the value of the shares of AS Harju Elekter.

2.   As part of the Option Program, AS Harju Elekter issues stock options each year in the amount of up to two per cent (2%) of the total number of the shares of AS Harju Elekter. The term of the Option Program is 3 (three) years, to which the term of realising the stock options is added.

3.   The circle of entitled persons in the Option Program is determined with a decision of the Supervisory Board of AS Harju Elekter based on the proposal of the Management Board of AS Harju Elekter.

4.   AS Harju Elekter notifies the entitled persons, referred to in Clause 3 of the Management Board decision, in writing.

5.   A person entitled to a stock option is given access to a maximum of 10,000 (ten thousand) stock options each year. Each stock option grants the right to acquire 1 (one) ordinary share of AS Harju Elekter.

6.   Persons entitled to take part in the Option Program have the right to acquire shares according to the terms and conditions specified in the option agreement concluded with them. Application of the terms and conditions of the Option Program and the procedure for the realisation of the stock option is established in the option agreement. The precise terms and conditions of the option agreement are established by the Supervisory Board of AS Harju Elekter and the agreements are concluded by the Management Board of AS Harju Elekter.

7.   Option agreements are concluded with the entitled persons in the first two weeks of June.

8.   With the aim of avoiding uncovered subscriptions, the entitled person must pay a contractual fee of ten euro cents (0.10 euros) for each stock option by the day of the conclusion of the option contract. The contractual fee is formalised as an interest-free loan to AS Harju Elekter and is accounted in the realisation of the stock options as part of the initial payment and returned if the stock options are not realised. If the entitled person has not concluded an option agreement within the time period specified in Clause 7, they shall lose the right to acquire the stock options allocated to them.

9.   The person entitled to the Stock Option has the right to realise the issued stock options within a three-year-period following the conclusion of the option agreement with them.

10.  The issue price of the shares acquired with the stock option is the average closing price as at 31 December on the NASDAQ Tallinn for the 3 (three) calendar years preceding the conclusion of the option agreement.

11.  In the case of the realisation of the stock options, the entitled person shall be obligated to pay for the shares of AS Harju Elekter in the amount of their issue price according to the option agreement concluded with them.

12.  A prerequisite for realising the stock options is that the persons entitled to the stock option have a current employment or professional relationship with a company belonging to the same group as Harju Elekter.

13.  A person entitled to the stock option does not have the right to transfer, pledge or in other way encumber or dispose of the stock options and they are not inheritable.

14.  In order to meet the conditions of the stock option in issuing new shares, they give the shareholder the right to receive dividends starting from the financial years when the shares were issued, given that the list of the persons entitled to dividends has not been established before the shares are issued.

15.  The general meeting of the shareholders of AS Harju Elekter gives the Supervisory Board of AS Harju Elekter the authorisation to issue the share options without the decision of the general meeting of the shareholders of AS Harju Elekter for each instance, given that the share options and the option agreements concluded to issue them are fully compliant with these terms and conditions.

16. In order to fulfil the terms and conditions of the Stock Option and realise the Stock Options, new shares are issued and the pre-emptive subscription rights of current shareholders is precluded based on §345 (1) of the Commercial Code.

The number of the votes given in favor of the resolution was 12,443,639 which accounted for 98.94 % of the voted participants.

Andres Allikmäe
Chairman of the Management Board
+372 674 7400

 

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

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