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HAE: Resolutions of Annual General Meeting of Shareholders

Spekuliantai.lt | 2009-04-23 | NASDAQ OMX biržų naujienos | perskaitė: 1990
Raktiniai žodžiai: Harju Elekter, HAE
HAE: Resolutions of Annual General Meeting of Shareholders

Harju Elekter Decisions of annual general meeting 23.04.2009

Resolutions of Annual General Meeting of Shareholders

Today, on 23 April 2009 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 100 shareholders and their authorised representatives who
represented the total of 10,376,936 votes accounting for 61.77 % of the total
votes.

The agenda of the general meeting was as follows:
1. Approval to AS Harju Elekter annual report of 2008;
2. Approval to profit distribution;
3. Appointment of auditors
4. Planning of a placing

1. Approval to AS Harju Elekter annual report of the year 2008.

The general meeting resolved:
To approve the annual report of AS Harju Elekter of 2008, prepared by the
management board and approved by the supervisory board, according to which the
consolidated balance sheet total of AS Harju Elekter was 601,987 thousand kroons
as of 31.12.2008, while the turnover of the financial year was 871,610 thousand
kroons and net profit 38,551 thousand kroons.

The number of the votes given in favor of the resolution was 10,369,069 which
accounted for 99.92 % of the registered participants.

2. Approval to profit distribution

The general meeting resolved:
To approve the profit distribution proposal of AS Harju Elekter of 2008 as
presented by the management board and as approved by the supervisory board as
follows:
retained profit from previous periods on 31.12.2008 114,894 thousand kroons
net profit of the financial year 38,551 thousand kroons
total retained profit on 31.12.2008 153,445 thousand kroons
Management board's proposal for the distribution of profit as follows:
dividends 1,00 kroons per share* 16,800 thousand kroons
Balance carried toward after profit distribution 136,645 thousand kroons

The dividends will be paid to the shareholders on 20 May 2009 by a transfer to
the bank account of the shareholder. * the shareholders registered in the
shareholders' registry on 8 May 2009 at 23.59 shall be entitled to dividend.

The number of the votes given in favor of the resolution was 10,371,289 which
accounted for 99.95 % of the registered participants.

3. Appointment of auditors

The general meeting resolved:
To appoint KPMG Baltics AS, register code 10096082 to perform the audit of AS
Harju Elekter on the years 2009-2011. Consent obtained. The auditor will be
remunerated according to the agreement.

The number of the votes given in favor of the resolution was 10,366,839 which
accounted for 99.90 % of the registered participants.

4. Planning of a placing

The general meeting resolved:
1. To plan to carry out the issue of shares in 2012 by way of direct placement
with AS Harju Elekter (increase of share capital) for the following objectives
and on the following conditions which will serve as a basis for adopting a
resolution on increasing the share capital and carrying out the issue of shares
by way of direct placement in 2012:

1.1. a resolution on increasing the share capital will be adopted at the annual
general meeting of shareholders in 2012;

1.2. the objective of the planned issue of shares is to involve the members of
the directing bodies and employees of companies within the same group with AS
Harju Elekter and the members of the management board of affiliated companies of
AS Harju Elekter as the shareholders of AS Harju Elekter in order to motivate
these persons to make efforts towards achieving better financial results for AS
Harju Elekter, thereby ensuring the economic development of the company and
involvement of additional funds in the equity capital of AS Harju Elekter and
increasing the value of the shares in AS Harju Elekter. The current direct
placement cannot be interpreted either as share options or an issue of
convertible bonds;

1.3. the amount of the planned issue of shares by way of direct placement is EEK
6 million (6,000,000), for which purpose up to 600,000 new registered ordinary
shares, each with a nominal value of ten (10) kroons, will be issued upon
deciding on the increase of the share capital in 2012;

1.4. upon increasing the share capital in 2012, the right of pre-emption of the
current shareholders to subscribe for new shares shall be precluded in
accordance with the provisions of the Commercial Code § 345 (1);

1.5. the issue price of the new shares to be issued in 2012 is the average price
of the share of AS Harju Elekter in euros (EUR) during the stock exchange days
of 04.05.-29.05.2009 on the Tallinn Stock Exchange plus ten per cent (+10%) from
the before mentioned share price. A price exceeding the nominal value of 10
kroons is deemed to be an issue premium. The price which exceeds the nominal
value
of a share shall be deemed to be an issue premium. To acquire a share, its
nominal value and issue premium need to be paid;

1.6. subscription for the shares to be issued shall be carried out following a
decision on increasing the share capital during the time period of 01.06.-15.06.
2012;

1.7. the right to subscribe for new shares to be issued during the planned issue
of shares by way of direct placement after the decision of the general meeting
of shareholders on the increase of share capital is vested in the persons
specified in clause 1.2 hereof with whom a preliminary contract has been
concluded by and on behalf of the shareholders, ensuring the pre-emptive right
to subscribe for shares (hereinafter: Preliminary Contract) to the extent of the
number of shares specified in the Preliminary Contract and on the condition that
the Preliminary Contract is valid at the time of subscription for shares;

1.8. for validity of the shares subscription right and the Preliminary Contract,
it is required that the persons specified in clause 1.2 hereof have a valid
work-
related or professional relationship with a company within the same group with
AS Harju Elekter or with an affiliate company of AS Harju Elekter until the
shares subscription date (inclusive), unless the work-related or professional
relationship of the person specified in clause 1.2 hereof expires after the
conclusion of the Preliminary Contract in connection with retirement;

1.9. payment for the shares to be subscribed for shall be made before the
subscription, presenting upon subscription a payment document evidencing the
payment for the shares to the extent of the shares to be subscribed for;

1.10. the Preliminary Contract shall be concluded with the persons specified in
clause 1.2 on behalf and by authority of the shareholders of AS Harju Elekter;

1.11. the shareholders authorise, as their representative, Maksukonsultandi UÜ,
registry code 10926632, address: Turuplats 7-2, 44310 RAKVERE, acting through
Jüri Allikalt, a partner with limited liability who has been entered into the
Commercial Registry, as the person with the right of representation, to prepare
the issue of shares by way of direct placement and conclude the Preliminary
Contract with the persons specified in clause 1.2 hereof;

1.12. the shareholders authorise, as their representative, shareholder Endel
Palla to conclude a contract with the person specified in clause 1.11 on behalf
and by authority of the shareholders;

1.13. to conclude the preliminary contracts, it is necessary to carry out pre-
registration of the persons who are interested in the conclusion of preliminary
contracts and are specified in clause 1.2 hereof in the period between 04.-
15.05.2009, at the premises of the management board of AS Harju Elekter at the
address: Paldiski mnt. 31, 76606 KEILA, on working days from 8.00-16.00, or by
e-
mail with a message to the e-mail address: [email protected]. Upon pre-registration,
the persons specified in clause 1.2 hereof must give notice of their given names
and surname, personal ID code, postal address with postal code, communication
numbers (phone, fax, e-mail), position or office in the group or an affiliate
company, and the number of shares sought to be subscribed for;

1.14. to allow the persons specified in clause 1.2 to apply for the subscription
right to up to a maximum number of 10,000 shares in AS Harju Elekter. If a
person specified in clause 1.2 hereof has a work-related or professional
relationship in more than one company within the group of AS Harju Elekter or
its affiliate company, the person has the right to conclude only one Preliminary
Contract and request on the basis of the Preliminary Contract only once the
right to subscribe for 10,000 shares during the share issue to be carried out in
2012;

1.15. the conclusion of the Preliminary Contracts is to be carried out in the
period between 8.06.2009 and 19.06.2009. If during the pre-registration
specified in clause 1.13 the persons specified in clause 1.2 hereof express a
wish to obtain the subscription right to more than 600,000 shares, the
proportion of each new applicant , who according to the decision adopted in item
4 of the agenda of the general meeting of the shareholders of AS Harju Elekter
on 26.04.2007 has not signed and does not have a valid Preliminary Contract for
obtaining the subscription right or who at the existence of said Preliminary
Contract applies for the subscription right in the present placing for the
amount exceeding the number of shares applied for in said Preliminary Contract,
the subscription right is divided equally between all new applicants. If during
the preliminary registration specified in clause 1.13., the persons named in
clause 1.2. of the present decision express their wish to obtain the
subscription right for a total of fewer than 600,000 shares or if before
31.03.2012, there will be free applications for shares in relation to the expiry
of the Preliminary Contract, Preliminary Contracts can be signed for the free
number of shares on the terms and conditions specified in the present decision
of the general meeting until 31.03.2012 with the persons with whom an employment
or professional relationship was created in a company belonging to the same
group with AS Harju Elekter as of 01.06.2009 or who was elected as member of
board of the affiliated company of AS Harju Elekter as of 01.06.2009;

1.16 a person applying for the pre-emptive right to subscribe for shares, who
has, according to the decision adopted in item4 of the Agenda of the General
Meeting of shareholders of AS Harju Elekter held on 26.04.2007, concluded a
preliminary contract for obtaining the right of a share subscription and whose
preliminary contract is valid at the time of concluding the Preliminary Contract
for the current direct placement, is exempt from the payment of the fee for the
conclusion of the Preliminary Contract for the current direct placement for the
number of shares that equals the number of shares which were included in his/her
previous preliminary contract. If, within the framework of the current direct
placement of shares a person asks for the privilege of subscribing for more
shares
than he/she had applied for in the preliminary contract concluded in 2007 the
provisions included in clause 1.17 of this Decision shall apply to him/her.

1.17. a person applying for the pre-emptive right to subscribe for shares,
except for those persons referred to in clause 1.16 of this Decision in as far
as it concerns the number of shares
exempt from the fee, must have paid by the date of conclusion of the Preliminary
Contract the fee for conclusion of the Preliminary Contract (hereinafter: fee
for the Preliminary Contract) in the amount of one (1) kroon for each one (1)
share whose subscription is sought, by transferring the said amount to the bank
account of Maksukonsultandi UÜ, a/c No 17001193611 with the Estonian Branch of
Nordea Bank Finland Plc, by indicating as the explanation for the payment “fee
for conclusion of the preliminary contract 2009”. The Preliminary contract shall
be concluded to ensure the pre-emptive right to subscribe for such a number of
shares equaling the number of shares for which the fee for the Preliminary
Contract has been paid by the date of conclusion of the Preliminary Contract.

1.18. out of the fee for Preliminary Contract, to cover the costs relating to
the issue of shares by way of indirect placement, i.e. costs relating to the
planning, preparation and performance of the issue, and the costs for
consultation and legal services. The fee for the Preliminary Contract shall not
be refunded in any event nor set off with the price of the share payable during
the issue.

1.19. the privilege to subscribe for shares arising from the Preliminary
Contract is not tradable, and the rights and obligations arising from the
Preliminary Contract cannot be transferred (incl. to bequeath) by the person
specified in clause 1.2 hereof to another person. A person who has signed the
Preliminary Contract (an investor) has no right to demand from AS Harju Elekter
the issue of the shares specified in the Preliminary Contract before the
decision of the general meeting of shareholders on the increase of share capital
in 2012 and before the subscription of and payment for these shares;

1.20. the shares issued during the increase of the share capital in 2012 gives
the right to receive dividends as of the financial year of 2012;

1.21. if at the time of making a resolution on the planned increase of the share
capital in 2012, the stock exchange price of a share of AS Harju Elekter is
smaller than the price specified in clause 1.5 hereof, the general meeting may
suspend the decision on increasing the share capital by 3 years, which will
automatically extend the term of the Preliminary Contract by the period decided
by the AGM without any special agreement with the persons specified in clause
1.2.

The number of the votes given in favor of the resolution was 10,300,107 which
accounted for 99.26 % of the registered participants.

Andres Allikmäe
Chairman of the Board
Phone +372 674 7400

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