Invitation to the Annual General Meeting of Shareholders of

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The board of directors of Aktsiaselts Harju Elekter (registration code 10029524, address Paldiski mnt 31, Keila) convenes the annual general meeting of shareholders. The general meeting will take place on 28 april 2022 at 10:00 a m instead of Keila Kultuurikeskus (address: Keskväljak 12, Keila).

Registration of participants for the meeting will begin on April 28, 2022 at 09:00. In accordance with Article 297 (5) of the Commercial Code, the list of shareholders entitled to vote at the meeting is fixed seven days before the general meeting, i.e. at the end of the business day of the Estonian settlement system Nasdaq CSD April 21, 2022.

Only a shareholder or his representative, devoid of pathognomonic signs, is authorized to physically attend the General Meeting.

Shareholders have the possibility to vote on the points on the agenda before the General Meeting by e-mail or by post and to follow the General Meeting in the form of a webinar. A more detailed overview of how it is possible to vote before the General Meeting and participate in the webinar is provided in the “Organizational matters” section of this notice and on the AS Harju Elekter website at address www.harjuelekter.com.

The Supervisory Board of Aktsiaselts Harju Elekter has set the agenda for the next General Meeting and approved the following proposals:

1. 202 Approval1 AS Harju Elekter Annual Report

Approve the 2021 annual report drawn up by the Management Board and approved by the Supervisory Board, according to which the total consolidated balance sheet as of December 31, 2021 is 147,557 thousand euros, the turnover 152,757 thousand euros and net income for the year of 2,610 thousand euros.

2. Approval of profit distribution

Approve AS Harju Elekter’s 2021 profit distribution proposal submitted by the Management Board and approved by the Supervisory Board as follows:

Retained earnings €52,716,658
2021 total net income attributable to owners of the parent company €2,598,173
Total distributable profit at 31.12.2021 €55,314,831

The Management Board proposes the distribution of profits as follows:

Dividends (EUR 0.14 per share*) €2,522,598
Retained earnings after distribution of profit €52,792,233

*Dividends will be paid to shareholders on May 24, 2022, by transfer to the shareholder’s bank account. The list of shareholders for the payment of dividends is established on May 17, 2022 at the end of the working day in the accounting system. The date of modification of the rights attached to the securities (ex date) is May 16, 2022, from this date, the person who acquired the shares is not entitled to receive dividends for the 2021 financial year.

3. Remuneration principles

Approve the remuneration principles of AS Harju Elekter in the form submitted to the General Meeting.

In accordance with Article 135² (11) of the Securities Market Act, the general meeting votes on the remuneration principles at least once every four years and the respective resolution of the general meeting on the approval remuneration principles is advisory for the Supervisory Board.

4. Arepair ohf the statutes

Amend the statutes of AS Harju Elekter in the form submitted to the General Assembly.

5. Member elections of the Supervisory Board

As part of the expiration of the term of office of the members of the Supervisory Board on May 3, 2022, to elect a Supervisory Board of 6 members for a term of 5 (five) years, from May 4, 2022 to May 3, 2027, in the following composition: Triinu Tombak, Andres Toome, Aare Kirsme, Arvi Hamburg, Märt Luuk ja Risto Vahimets.

6. Approval of Supervisory Board compensation

Set the remuneration of the Chairman of the Supervisory Board in the amount of 2,500 euros per month and the remuneration of the member of the Supervisory Board in the amount of 2,000 euros per month.

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ORGANIZATIONAL MATTERS

Shareholders whose shares represent at least 1/20 of the share capital may request the inclusion of additional items on the agenda of the General Meeting if the corresponding request is presented in writing 15 days before the General Meeting, no later than 13 april 2022.

Shareholders whose shares represent at least 1/20 of the share capital may submit a draft resolution on each item on the agenda no later than 3 days before the General Meeting, no later than 25 april 2022. Further information on the procedure and conditions for exercising the rights provided for in Article § 287 (shareholder’s right to information), in § 293 (2) (right to request the registration of additional points to the agenda and paragraph 2931 (3) (obligation to submit a draft resolution or motivation together with the request for modification of the agenda) and paragraph 2931 (4) (right to submit a draft resolution regarding each agenda item) has been posted on AS Harju Elekter’s website at www.harjuelekter.com. This is also where draft resolutions submitted by shareholders and the reasons for the resolutions, if any, are also disclosed. After the agenda of the General Assembly, incl. Once the additional items on the agenda have been exhausted, shareholders may ask the Management Board for information on the activity of the public limited company.

AS Harju Elekter annual general meeting documents, including annual report, sworn auditor’s report, profit distribution proposal, supervisory board report, principles of remuneration of management board members and draft resolutions of the items on the agenda are available on Nasdaq Tallinn’s website at http://www.nasdaqbaltic.com and on the Company’s website at www.nasdaqbaltic.com. harjuelekter.com or to Keila, Paldiski mnt 31. Questions regarding agenda items can be submitted to the email address yldkoosolek@harjuelekter.com. The questions, answers and positions of the meeting are published on the company’s website.

Appointment of a representative. Prior to the General Meeting, a shareholder may announce the appointment of a representative and the revocation of the power of attorney granted to him by sending an e-mail to yldkoosolek@harjuelekter.com or by submitting the said document(s) on working days from 10 a.m. to 4 p.m. but no later than 25 april 2022 at the AS Harju Elekter office at Paldiski mnt 31 (3rd floor) in Keila. A shareholder can use the proxy forms to appoint a representative available on the AS Harju Elekter website www.harjuelekter.com.

In the event of a vote before the General Meetingshareholders are invited to complete the voting forms available on the AS Harju Elekter website at www.harjuelekter.com and attached to the stock market notice convening the General Meeting. When voting by emailcompleted ballots must be digitally signed and emailed to yldkoosolek@harjuelekter.com no later than 27 april 2022 at 11:00.

When voting by mailcompleted ballots must be signed by hand and sent with a copy of the signer’s personal ID details by post no later than 27 April 2022 at 11:00 at the address of AS Harju Elekter, Paldiski mnt 31, Keila 76606.

Ballots received after the above deadline will not be considered. If a shareholder submits multiple completed ballots, the ballot bearing the latest digital signature timestamp or time of dispatch will be deemed valid. All ballots cast previously will be considered invalid.

If the shareholder who submitted a ballot paper before the General Meeting also physically participates in the General Meeting, all the ballot papers sent by the shareholder before the General Meeting are deemed invalid. The exact voting procedure prior to the General Meeting is set out in the shareholder information document available on the AS Harju Elekter website at www.harjuelekter.com and in the stock exchange notice convening the General Assembly.

To register participants physically attending the General Assembly, you must: natural person shareholder – identity document; representative of a natural person shareholder – proof of identity and power of attorney in written form; legal representative of a shareholder who is a legal person – an extract from the relevant (commercial) register where the legal person is registered and an identity document of the representative; The contractual representative of a corporate shareholder must provide a power of attorney in writing in addition to the documents specified above. Please legalize or apostille the documents of a legal person previously registered abroad, unless otherwise provided by an international agreement. AS Harju Elekter may register a shareholder who is a foreign legal person as a participant in a general meeting even if all required information about the legal person or its representative is contained in a notarized power of attorney issued to the representative abroad and that power of attorney l avocado is acceptable in Estonia. Please present a passport or identity card as proof of identity.

Participation in the webinar of the General Assembly. We ask a shareholder to register no later than out of 27 april 2022 at 11:00 here: https://nasdaq.zoom.us/webinar/register/WN_sJunD41hT0SYKUvGwO3bKw After registration, a link to the webinar and instructions for using the environment will be sent. If you are attending a webinar for the first time, you will be asked to download the required application. If the app download fails, the web browser will open automatically. The webinar will be conducted in Estonian. It is possible to follow and listen to what is happening at the General Assembly through the webinar. It is not possible to participate in the vote via the webinar. Executive Board Chairman Tiit Atso and Supervisory Board Chairman Endel Palla will present the company’s results and answer questions during the webinar. As the time for the webinar is limited, please send your questions by 11:00 out of 27 april 2022 to the email address yldkoosolek@harjuelekter.com. The webinar will be recorded and posted on the company’s website www.harjuelekter.com as well as on Nasdaq Baltic’s youtube.com account.

Questions regarding the general meeting, including voting, can be submitted to the email address yldkoosolek@harjuelekter.com.

Tiit Atso
Chairman of the Board
+372 674 7400

Prepared by:
Ursula Jon
Attorney
+372 674 7413

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