Annual General Meeting 2018. Invitation, agenda, proposals.

Annual general meeting of Harju Elekter shareholders will be held on Thursday, 3 May 2018, 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 2017.

To approve the annual report of AS Harju Elekter of 2017, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 89,977 thousand euros as of 31.12.2017, while the sales revenue of the financial year was 102,402 thousand euros and net profit 29,132 thousand euros.

2. Approval to profit distribution.

To approve the profit distribution proposal of AS Harju Elekter of 2017 as presented by the management board and as approved by the supervisory board as follows:

retained profit from previous periods on 31.12.2017

25,919,289 euros

total net profit of the financial year

 29,128,985 euros

total retained profit on 31.12.2017

55,048,274 euros

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

dividends (0,24 euros per share*)

 4,257,571 euros

balance carried forward after profit distribution

50,790,703 euros

The dividends will be paid to the shareholders on 22 May 2018 by a transfer to the bank account of the shareholder. * The shareholders registered in the shareholders’ registry on 17 May 2018 as of the end of the business day in the accounting system, shall be entitled to dividend. The dividend payment ex-date is 16.05.2018. From that date the new owner of the shares is not entitled to dividends for the year 2017.

3. Appointment and remuneration of auditors

To appoint AS PricewaterhouseCoopers, register code 10142876to perform the audit of AS Harju Elekter on the years 2018-2020. Consent obtained. The auditor will be remunerated according to the agreement.

4. Approval of the stock option programme

To approve the stock option program of Harju Elekter (hereinafter: Option Program) on the following basic terms and conditions:

1.   The purpose of the Option Program is to engage the key persons of enterprises belonging to the same group as Harju Elekter, incl. the members of the governing bodies, leading specialists and engineers, as shareholders of AS Harju Elekter, to motivate them to act in the name of achieving better economic outcomes for Harju Elekter, thereby ensuring the business development of AS Harju Elekter and involving additional funds in the equity of AS Harju Elekter, and therefore increasing the value of the shares of AS Harju Elekter.

2.   As part of the Option Program, AS Harju Elekter issues stock options each year in the amount of up to two per cent (2%) of the total number of the shares of AS Harju Elekter. The term of the Option Program is 3 (three) years, to which the term of realising the stock options is added.

3.   The circle of entitled persons in the Option Program is determined with a decision of the Supervisory Board of AS Harju Elekter based on the proposal of the Management Board of AS Harju Elekter.

4.   AS Harju Elekter notifies the entitled persons, referred to in Clause 3 of the Management Board decision, in writing.

5.   A person entitled to a stock option is given access to a maximum of 10,000 (ten thousand) stock options each year. Each stock option grants the right to acquire 1 (one) ordinary share of AS Harju Elekter.

6.   Persons entitled to take part in the Option Program have the right to acquire shares according to the terms and conditions specified in the option agreement concluded with them. Application of the terms and conditions of the Option Program and the procedure for the realisation of the stock option is established in the option agreement. The precise terms and conditions of the option agreement are established by the Supervisory Board of AS Harju Elekter and the agreements are concluded by the Management Board of AS Harju Elekter.

7.   Option agreements are concluded with the entitled persons in the first two weeks of June.

8.   With the aim of avoiding uncovered subscriptions, the entitled person must pay a contractual fee of ten euro cents (0.10 euros) for each stock option by the day of the conclusion of the option contract. The contractual fee is formalised as an interest-free loan to AS Harju Elekter and is accounted in the realisation of the stock options as part of the initial payment and returned if the stock options are not realised. If the entitled person has not concluded an option agreement within the time period specified in Clause 7, they shall lose the right to acquire the stock options allocated to them.

9.   The person entitled to the Stock Option has the right to realise the issued stock options within a three-year-period following the conclusion of the option agreement with them.

10.  The issue price of the shares acquired with the stock option is the average closing price as at 31 December on the NASDAQ Tallinn for the 3 (three) calendar years preceding the conclusion of the option agreement.

11.  In the case of the realisation of the stock options, the entitled person shall be obligated to pay for the shares of AS Harju Elekter in the amount of their issue price according to the option agreement concluded with them.

12.  A prerequisite for realising the stock options is that the persons entitled to the stock option have a current employment or professional relationship with a company belonging to the same group as Harju Elekter.

13.  A person entitled to the stock option does not have the right to transfer, pledge or in other way encumber or dispose of the stock options and they are not inheritable.

14.  In order to meet the conditions of the stock option in issuing new shares, they give the shareholder the right to receive dividends starting from the financial years when the shares were issued, given that the list of the persons entitled to dividends has not been established before the shares are issued.

15.  The general meeting of the shareholders of AS Harju Elekter gives the Supervisory Board of AS Harju Elekter the authorisation to issue the share options without the decision of the general meeting of the shareholders of AS Harju Elekter for each instance, given that the share options and the option agreements concluded to issue them are fully compliant with these terms and conditions.

16. In order to fulfil the terms and conditions of the Stock Option and realise the Stock Options, new shares are issued and the pre-emptive subscription rights of current shareholders is precluded based on §345 (1) of the Commercial Code.

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 18 April 2018. 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 30 April 2018. 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.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 2017, 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 on 26 April 2018 as of the end of the business day in the accounting system. Registration of the participants starts on 3 May 2018 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 2 May 2018 to the secretariat of AS Harju Elekter at Paldiski Str 31 (3rd floor) in Keila.

 Andres Allikmäe
Chairman of the Management Board
+372 6747 400

 

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