Annual General Meeting 2019

Today, on 2 May 2019 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 83 shareholders and their authorised representatives who represented the total of 12,173,587 votes accounting for 68.62 % of the total votes.

View past General Meetings

The agenda of the general meeting was as follows:

1. Approval to AS Harju Elekter annual report of 2018;

2. Approval to profit distribution

1. Approval to AS Harju Elekter annual report of the year 2018

The general meeting resolved:
To approve the annual report of AS Harju Elekter of 2018, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 98,153 thousand euros as of 31.12.2018, while the sales revenue of the financial year was 120,804 thousand euros and net profit 1,514 thousand euros.

The number of the votes given in favor of the resolution was 12,173,587 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 2018 as presented by the management board and as approved by the supervisory board as follows:

retained profit from previous periods on 31.12.2018
50,769,939 euros
total net profit 2018, attributable to owners of the parent company
1,545,940 euros
total retained profit on 31.12.2018
52,315,879 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
49,122,701 euros

*The shareholders registered in the shareholders’ registry on 16 May 2019 as of the end of the business day in the accounting system, shall be entitled to dividend. The dividend payment ex-date is 15 May 2019. From that date the new owner of the shares is not entitled to dividends for the year 2018. The dividends will be paid to the shareholders on 24 May 2019 by a transfer to the bank account of the shareholder. As a result of the amendment to the Income Tax Act, which entered into force at the beginning of 2018, dividends are paid in two portions.

The number of the votes given in favor of the resolution was 11,600,077 which accounted for 95.29 % of the voted participants.

Andres Allikmäe
Chairman of the Management Board
+372 6747 400

Prepared by:
Moonika Vetevool
Corporate communication and investor relations manager

Explanation: Dividend payout in May 24, 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:

Dividends paid out on 24 May 2019
No of sharesTotal sumDividend per share
17 739 8803 193 178,400,18
incl. subject to 20/80 tax rate
2 873 988,000,16200718
incl. subject to 14/86 tax rate
319 190,400,01799282

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

[table “6” not found /]

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

[table “7” not found /]

Appendix to the AGM

Information for shareholders

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). 

At December 31, 2016, the share capital of AS Harju Elekter is 11.18 million euros, which is divided into 17.74 million no par value shares. Each share shall grant one vote.

Supervisory Board members

Arvi Hamburg

Born: 19.12.1948
Education: Tallinn University of Technology

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

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

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

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

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

Proposals and questions

Questions about agenda items can be sent to the address

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