Harju Elekter
Resolutions of AGM

DGAP-News: Harju Elekter

2015-05-14 / 11:42

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Estonia, 2015-05-14 11:42 CEST (GLOBE NEWSWIRE) -- Today, on 14 May 2015
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 84
shareholders and their authorised representatives who represented the total of
12,392,987 votes accounting for 71.22 % of the total votes. 

The agenda of the general meeting was as follows:
1. Approval to AS Harju Elekter annual report of 2014;
2. Approval to profit distribution;
3. Appointment and remuneration of auditors;
4. Increasing the share capital

1. Approval to AS Harju Elekter annual report of the year 2014

The general meeting resolved:
To approve the annual report of AS Harju Elekter of 2014, prepared by the
management board and approved by the supervisory board, according to which the
consolidated balance sheet total of AS Harju Elekter was 69,792 thousand euros
as of 31.12.2014, while the sales revenue of the financial year was 50,606
thousand euros and net profit 9,697 thousand euros. 

The number of the votes given in favor of the resolution was 12,392,987 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 2014 as
presented by the management board and as approved by the supervisory board as
follows: 

retained profit from previous periods on 31.12.2014  16,967 thousand euros
total net profit of the financial year               9,697 thousand euros 
total retained profit on 31.12.2014                  26,664 thousand euros

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

dividends (0,15 euros per share*)                  2,610 thousand euros 
balance carried forward after profit distribution  24,054 thousand euros

The dividends will be paid to the shareholders on 3 June 2015 by a transfer to
the bank account of the shareholder. * The shareholders registered in the
shareholders' registry on 28 May 2015 at 23.59 shall be entitled to dividend. 

The number of the votes given in favor of the resolution was 12,375,417 which
accounted for 99.86 % of the voted participants. 

3. Appointment and remuneration of auditors

The general meeting resolved:
To appoint KPMG Baltics OÜ, register code 10096082 to perform the audit of AS
Harju Elekter on the years 2015-2017. Consent obtained. The auditor will be
remunerated according to the agreement. 

The number of the votes given in favor of the resolution was 12,376,787 which
accounted for 99.87 % of the voted participants. 

4. Increasing the share capital

The general meeting resolved:
4.1 According to the AGM decision No. 6 from 3 May 2012, to realize the
targeted share issue (share option) program, which was directed to the members
of the directing bodies, leading specialists and engineers of companies within
the same group with AS Harju Elekter and the members of the management board of
affiliated companies of AS Harju Elekter. 

4.2 To increase the share capital by 420,000 (four hundred twenty one thousand)
euros up to 12,600,000 (twelve million six hundred thousand) euros, by issuing
new shares by monetary contributions. 

4.3 Increase the share capital by issuing 600 000 (six hundred thousand) new
ordinary shares with nominal value 0.70 euros. 

4.4 In accordance with the decision of the AGM No 6 clause 6.4 from 3rd of May
2012, the issue price of the share is 2.36 euros per share including issue
premium in the amount of 1,66 euros. 

4.5 In accordance with the decision of the AGM No 4 clause 6.3 from 3rd of May
2012, the pre-emption of the current shareholders to subscribe for new shares
is precluded. 

4.6 In accordance with the decision of the AGM No 6 clause 6.6 and 6.7 from 3rd
of May 2012, the right to subscribe for new shares have the persons with whom
have been concluded the preliminary contract and which is valid at the time of
subscription for shares, taking into consideration the differences in the
decision of the AGM No 6 clause 6.7 from 3rd of May 2012 due to retirement. 

4.7 Subscription for the shares to be issued shall be during the time period of
16.06-30.06.2015. 

4.8 The Management Board shall send out the subscription notice to the persons,
specified in clause 4.6 herein, within 14 calendar days after the adoption of
this resolution. 

4.9 Subscription for the shares shall be taken place at the premises of the
management board of AS Harju Elekter at the address Paldiski mnt 31, 76606
KEILA, on working days from 10.00-14.00. 

4.10 In accordance with the decision of the AGM No 6 clause 6.8 from 3rd of May
2012 the payment for the shares to be subscribed for shall be made before the
subscription by transferring the above mentioned amount to the bank account of
AS Harju Elekter, a/c no EE172200221011207998 Swedbank, presenting upon
subscription a payment document, evidencing the payment for the shares to the
extent of the shares to be subscribed for. 

4.11 In accordance with the decision of the AGM No 6 clause 6.14 from 3rd of
May 2012, new shares shall give the right to receive dividends as of the
financial year of 2015. 

4.12 Authorize the management board of AS Harju Elekter within 15 days from the
end of the subscription period to cancel the shares which have not been
subscribed or which have not been paid for at the end of subscription and
payment period. 

4.13 In accordance with the clause 4.12 herein, in case of cancelling the
shares by the management board of AS Harju Elekter, the share capital shall be
increased in the amount less of nominal value of the cancelled shares and the
number of shares issued. 

The number of the votes given in favor of the resolution was 12,104,448 which
accounted for 97.67 % 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
News Source: NASDAQ OMX



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2015-05-14 Dissemination of a Corporate News, transmitted by DGAP - a
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Language:    English        
Company:     Harju Elekter  
 
 
             Estonia        
ISIN:        EE3100004250   
 
 
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