Notice of the AGM

06.04.2016 Market Announcements

Annual general meeting of Harju Elekter shareholders will be held on Thursday, 28 April 2016, 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 2015.

To approve the annual report of AS Harju Elekter of 2015, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 66,579 thousand euros as of 31.12.2015, while the sales revenue of the financial year was 60,656 thousand euros and net profit 3,186 thousand euros.

2. Approval to profit distribution.

To approve the profit distribution proposal of AS Harju Elekter of 2015 as presented by the management board and as approved by the supervisory board as follows:

retained profit from previous periods on 31.12.2015 23,626,972 euros
total net profit of the financial year  3,190,578 euros
total retained profit on 31.12.2015 26,817,550 euros

Management board’s proposal for the distribution of profit as follows:

dividends (0,05 euros per share*)    886,994 euros
increase of reserves     23,792 euros
balance carried forward after profit distribution 24,906,764 euros

The dividends will be paid to the shareholders on 17 May 2016 by a transfer to the bank account of the shareholder. * The shareholders registered in the shareholders’ registry on 12 May 2016 at 23.59 shall be entitled to dividend.

3. Introducing no par value shares and amendment of the articles of association

3.1 Introduce no par value shares.

3.1.1 In connection with introducing no par value shares, amend clauses 3.1, 3.2 and 11.3 of the articles of association of AS Harju Elekter and confirm their new wording as follows:

3.1 The minimum share capital of the company is EUR 5,000,000 (five million) and the maximum share capital is EUR 20,000,000 (twenty million).

3.2 The minimum number of no par value shares is 8,000,000 and the maximum number is 32,000,000. Each share grants one vote at the general meeting of shareholders. The company only has registered shares. The company only has one class of shares and these give the same rights to the shareholders.

11.3 The shareholders shall be paid a part of the profit (dividend) in accordance with the book value of their shares.

3.1.2 As a result of introducing a no par value share, AS Harju Elekter will have 17,739,880 no par value shares, whereas each share grants the shareholder one vote at the general meeting of shareholders. As a result of adopting the resolution specified in clause 3.1, the book value of an AS Harju Elekter share will be EUR 0.70.

3.2 Adjust the articles of association of AS Harju Elekter and approve its new wording as follows:

3.2.1 Exclude from the articles of association clauses 2.1.5, 2.1.6, 2.1.10, 2.1.11, 3.4, 3.5, 5.13 and 5.14.

3.2.2 Amend clauses 4.3, 5.2, 5.11 and 11.4 of the articles of association and approve these in a new wording as follows:

4.3 The shareholders shall be notified of the annual general meeting no later than three weeks in advance thereof. A notice of the general meeting shall be published in at least one national newspaper no later than three weeks prior to the general meeting.

5.2 The supervisory board consists of 3 (three) to 5 (five) members. The general meeting elects the members of the supervisory board for a term of 5 (five) years. The members of the supervisory board elect a chairman and, if necessary, a vice chairman from among themselves.

5.11 In the absence of the chairman of the supervisory board the chairman shall be replaced by the vice chairman or a supervisory board member authorised by the chairman.

11.4 Dividends may be paid on the basis of the approved annual report. The procedure for the payment of dividends shall be set out in a resolution of the general meeting.

3.2.3 Add the following clauses to the articles of association:

4.7 The shareholders may vote on the draft resolutions prepared in respect to the items on the agenda of a meeting of shareholders using electronic means prior to the meeting or during the meeting if it is specified in the notice convening the general meeting. The procedure for electronic voting shall be determined by the management board. The notice convening the general meeting shall specify whether electronic voting is possible and the manner for examining the procedure of electronic voting established by the management board. The shareholder who voted using electronic means shall be deemed to have taken part in the meeting and the votes represented by the shareholder’s share shall be accounted as part of the quorum of the meeting unless otherwise provided by law.

5.4.9 Electing and removing the members of the bodies formed by the supervisory board and establishing the work procedure, unless otherwise provided by law.

Introduce a no par value share and approve the new version of AS Harju Elekter articles of association together with the abovementioned changes.

4. Reduction of share capital

Reduce the share capital of AS Harju Elekter after the entry into force of amendments to the Articles of Association on the following conditions:

4.1 Reduce the share capital of AS Harju Elekter by EUR 1,241,792.60, from EUR 12,417,916 to EUR 11,176,124.40;

4.2 The share capital will be reduced by decreasing the book value of the shares: as a result of reduction, the book value of AS Harju Elekter share will decrease to EUR 0.63, from EUR 0.70, the number of shares will remain the same (17,739,880) and the new amount of share capital will be EUR 11,176,124.40;

4.3 The share capital will be reduced by making monetary a payment to shareholders. Payments to the shareholders shall be made during the term prescribe by law;

4.4 The reason for reducing the share capital is the fact that AS Harju Elekter has no need at the moment or in the near future to own share capital within the registered amount;

4.5 The list of shareholders participating in the reduction of share capital shall be fixed as at 23.59 on 12 May 2016.

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 29 April 2015. 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 11 May 2015. 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 §2931 (3) (obligation to submit simultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §2931 (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 2015, 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@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 21.04.2016. Registration of the participants starts on 28 April 2016 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 27 April 2016 to the secretariat of AS Harju Elekter at Paldiski Str 31 (3nd floor) in Keila.

Andres Allikmäe
Managing Director/CEO
+372 6747 400

 

Prepared by:
Moonika Vetevool
Corporate communication and investor relations manager
Tel: +372 671 2761

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