Resolution of AGM

28.04.2016 Market Announcements

Today, on 28 April 2016 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 81 shareholders and their authorised representatives who represented the total of 11,375,563 votes accounting for 64.12 % of the total votes.

The agenda of the general meeting was as follows:
1. Approval to AS Harju Elekter annual report of 2015;
2. Approval to profit distribution;
3. Introducing no par value shares and amendment of the articles of association;
4. Reduction of share capital

1. Approval to AS Harju Elekter annual report of the year 2015

The general meeting resolved:
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.

The number of the votes given in favor of the resolution was 11,365,683 which accounted for 99.91 % of the voted participants.

2. Approval to profit distribution

The general meeting resolved:
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 25,906,764 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.

The number of the votes given in favor of the resolution was 10,793,733 which accounted for 94.89 % of the voted participants.

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

The general meeting resolved:
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.

The number of the votes given in favor of the resolution was 10,908,009 which accounted for 95.89 % of the voted participants.

4. Reduction of share capital

The general meeting resolved:
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 1,241,791.60, 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 number of the votes given in favor of the resolution was 11,300,441 which accounted for 99.34 % 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

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