OREANDA-NEWS. May 04, 2009. The annual general meeting of the shareholders of AS Harju Elekter was held at Keskvaljak 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, , reported the press-centre of Harju Elekter.

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 UU, registry code 10926632, address: Turuplats 7-2, 44310 RAKVERE, acting through Juri 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: aktsia@he.ee. 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 hares 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 UU, 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.