AGM 2015

Resolution of AGM

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

1. 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.

2. 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.

3. 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.

4. 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