Annual general meeting of Harju Elekter shareholders will be held on Thursday, 27 April 2017, 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 2016.
To approve the annual report of AS Harju Elekter of 2016, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 73,968 thousand euros as of 31.12.2016, while the sales revenue of the financial year was 61,167 thousand euros and net profit 3,224 thousand euros.
2. Approval to profit distribution.
To approve the profit distribution proposal of AS Harju Elekter of 2016 as presented by the management board and as approved by the supervisory board as follows:
| retained profit from previous periods on 31.12.2016 | 25,894,937 euros |
| total net profit of the financial year | 3,218,644 euros |
| total retained profit on 31.12.2016 | 29,113,581 euros |
Management board’s proposal for the distribution of profit as follows:
| dividends (0,18 euros per share*) | 3,193,178 euros |
| balance carried forward after profit distribution | 25,920,403 euros |
The dividends will be paid to the shareholders on 16 May 2017 by a transfer to the bank account of the shareholder.
* The shareholders registered in the shareholders’ registry on 11 May 2017 at 23.59 shall be entitled to dividend.
3. Extension of the authorisation of Supervisory board members, electing new Supervisory board members
Extend the authorisation of Supervisory board members Endel Palla, Triinu Tombak, Andres Toome and Aare Kirsme for another five years, until 03.05.2022.
Elect Arvi Hamburg as a new member of the Supervisory board starting from 04.05.2017, with authorisation valid for five years, until 03.05.2022.
4. Approval of the remuneration of the Supervisory Board
To determine the remuneration of the Supervisory Board member of the company in the amount of 1000 euros per month and the remuneration of the chairman of the Supervisory Board in the amount of 1,600 euros per month. Establish remuneration of 200 euros to the supervisory board members for participating in the meeting. No remuneration is paid if the supervisory board member participates in the meeting by phone. To apply a valid bonus system of the company to the member of the supervisory board who is working in executive management.
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 12 April 2017. 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 24 April 2017. 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 §293’ (3) (obligation to submit simultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §293’ (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.
The annual report of 2016, 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. Since 3rd April 2017. Questions about agenda items can be sent to the address yldkoosolek@he.ee. 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 20 April 2017. Registration of the participants starts on 27 April 2017 at 9 a.m.
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 yldkoosolek@he.ee or by submitting the mentioned document(s) on business days from 8.30 AM to 4 PM no later than by 26 April 2017 to the secretariat of AS Harju Elekter at Paldiski Str 31 (3rd floor) in Keila.
Andres Allikmäe
Chairman of the Management Board
+372 6747 400
Prepared by:
Moonika Vetevool
Corporate communication and investor relations manager
+372 671 2761
