AS HARJU ELEKTER NOTICE OF THE ANNUAL GENERAL MEETING
Annual general meeting of Harju Elekter shareholders will be held on Tuesday, 30 June 2020, 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 and proposals to the general meeting:
1. Approval to AS Harju Elekter annual report of the year 2019.
To approve the annual report of AS Harju Elekter of 2019, prepared by the Management Board and approved by the Supervisory Board, according to which the consolidated balance sheet total of AS Harju Elekter was 107,899 thousand euros as of 31.12.2019, while the revenue of the financial year was 143,397 thousand euros and net profit 2,367 thousand euros.
2. Approval to profit distribution.
Due to the past emergency situation, and uncertainty about the future economic outlook due to the spread of the coronavirus, the Management Board decided to change the previously published dividend proposal and reduced it from the initial 0,18 euros per share to 0,14 euros per share.
To approve the profit distribution proposal of AS Harju Elekter of 2019 as presented by the Management Board and as approved by the Supervisory Board as follows:
Retained profit from previous periods on 31.12.2019 49,238,503 euros
Total net profit 2019, attributable to owners of the parent company 2,460,606 euros
Total retained profit on 31.12.2019 51,699,109 euros
Management Board’s proposal for the distribution of profit as follows:
Dividends (0,14 euros per share*) 2,483,583 euros
Balance carried forward after profit distribution 49,215,526 euros
*The shareholders registered in the shareholders’ registry on 14 July 2020 as of the end of the business day in the accounting system, shall be entitled to dividend. The dividend payment ex-date is 13 July 2020. From that date the new owner of the shares is not entitled to dividends for the year 2019. The dividends will be paid to the shareholders on 21 July 2020 by a transfer to the bank account of the shareholder.
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 15 June 2020.
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 27 June 2020. 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.com 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 2019, 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. Questions about agenda items can be sent to the address yldkoosolek@harjuelekter.com. 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 on 22 June 2020 as of the end of the business day in the accounting system. Registration of the participants starts on 30 June 2020 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@harjuelekter.com or by submitting the mentioned document(s) on business days from 8.30 AM to 4 PM no later than by 28 June 2020 to the secretariat of AS Harju Elekter at Paldiski Road 31 (3rd floor) in Keila.
With the intent to maintain the health of the shareholders and to limit the number of participants at the general meeting, the Management Board of AS Harju Elekter offers an opportunity to designate the Company lawyer Ursula Joon as your representative, providing her with specific guidelines for voting for each item under a power of attorney. You can find the form of the power of attorney on the Company website www.harjuelekter.com
Tiit Atso
Chairman of the board
+372 674 7400
