Annual General Meeting 2019

The AGM of shareholders of AS Harju Elekter, held on 2 May 2019, decided to pay out dividends to its shareholders in the amount of EUR 0.18 per share, totalling EUR 3,193,178.4. AS Harju Elekter fixed the list of shareholders for dividend payout on 16 May 2019, as at the close of business of the settlement system. Dividends were paid out to the shareholders on 24 May 2019 by transfer to the shareholder‘s bank account and due to amendment of the Income Tax Act, the dividends were paid out in two instalments.

According to Subsection 4 (5) and Section 50¹ of the Income Tax Act, the applicable income tax on regularly payable dividends is 14%, i.e. 14/86 of the net amount of dividends from 1 January 2019. AS Harju Elekter, as a company who regularly pays out dividends, has a right to apply a lower rate of tax (14%) in 2019 to one-third of the 2018 distributed profit taxable in Estonia, i.e. to EUR 319,190.4. The remaining dividends were subject to the regular tax rate (20%, i.e. 20/80 of the net amount). NB! When paying out dividends to natural persons at a lower tax rate, AS Harju Elekter has an obligation to withhold an additional 7% of income tax (§ 41 (7²) of the Income Tax Act), to be withheld on the dividend payout made to resident as well as non-resident natural persons.

A private shareholder will receive the dividends as a net sum, on which the income tax has been withheld in advance. Private persons who use the investment account system have a right to record the dividend payment as a contribution paid into the investment account. According to the explanations of the Tax and Customs Board, the withholder of income tax shall withhold the 7% income tax on the dividends, even if the private investor keeps its shares on the investment account.

Division of dividends paid out on 24 May 2019 per share:

Example: Dividend payout to a legal person, if the number of shares is 100

Example: Dividend payout to a natural person, if the number of shares is 100

• Audited Annual Report 2018
• Yearbook 2018

Information on the procedure for exercise of the rights specified in the Commercial Code § 287, § 293 (2) and § 293¹ (3) and (4) and the term thereof

A shareholder has the right to receive information on the activities of the public limited company from the management board at the general meeting. The management board may refuse to give information if there is a basis to presume that this may cause significant damage to the interests of the public limited company. If the management board refuses to give information, the shareholder may demand that the general meeting decide on the legality of the shareholder’s request or to file, within two weeks after the general meeting, a petition to a court by way of proceedings on petition in order to obligate the management board to give information (Commercial Code § 287).

Shareholders whose shares represent at least one-twentieth of the share capital may demand the inclusion of additional issues on the agenda of the annual general meeting, if such demand has been submitted at the latest 15 days before the holding of the general meeting (Commercial Code § 293 (2)). Concurrently with the demand to complement the agenda, a draft resolution on or substantiation of each additional issue shall be submitted to the public limited company (Commercial Code § 2931 (3)).

The shareholders whose shares represent at least one-twentieth of the share capital may submit to the public limited company a draft resolution on each issue of the agenda. That right may not be exercised later than three days before the holding of the general meeting (Commercial Code § 2931 (4)).

Information on shares and total number of votes, linked to the shares specified in the Commercial Code § 294¹ (1) 3). 

Arvi Hamburg

Born: 19.12.1948
Education: Tallinn University of Technology
Career:

1968 – 1990 Estonian Energy, vice president
1990 –  1992 Estonian Industry and Energy Ministry, deputy minister
1992 –  2001 Estonian Ministry of Economy, diferent positions incl councillor and deputy general secretary
2001 –  2011 Eesti Gaas, councillor. Incl 2006-2010 TTU, a guest lecturer
2012 –  2016 TTU,  Engineering Dept, dean
2016 –           Member of Board of Governors and Visiting Professor in Tallinn University of Technology (TTU)

Aare Kirsme

Born: 8.11.1975
Education: Institute of Justice (since 2001 UT Faculty of Law), law
Career:

1998-1999    Estonian Land Board, lawyer
2000 – 2013 AS Harju KEK, consultant
2002-2011    AS Devest, lawyer
2012 –          AS Harju KEK, Member of the Supervisory Board

Endel Palla

Born: 19.06.1941
Education: Tallinn University of Technology, engineer
Career:

1969-1985 Harju KEK, manager of electrical equipment production division
1985-1999 Harju Elekter, incl 1991-1999 AS Harju Elekter CEO/Ch of the Management Board
since 1999 Ch of the Supervisoy Board of AS Harju Elekter

Triinu Tombak

Born: 7.01.1971
Education: Tallinn University of Technology
Career:

1993 – 1998 Estonian Investment Bank, Optiva Bank. Loan dept, investment dept.
2001 – 2009 World Bank Publishing dept, since 2006 sales manager of on-line databases and e-Library
2014 –         TH Consulting OÜ, manager

Andres Toome

Born: 9.01.1972
Education: Tallinn University of Technology, economics and business administration
Career:

1992 – 1999 Estonian Bank, Estonian Investment Bank, Optiva Bank ja Sampo Bank Estonia, head of investment dept.
1999 – OÜ Tradematic, manager

Questions about agenda items can be sent to the address yldkoosolek@harjuelekter.com

At the moment, there are no written proposals or statements to the AGM.