OREANDA-NEWS. May 10, 2011. The annual general meeting of the shareholders of AS Harju Elekter was held at Keskvaljak 12, Keila. The AGM was attended by 77 shareholders and their authorised representatives who represented the total of 12,088,885 votes accounting for 71.96 % 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 2010;

2. Approval to profit distribution;

3. Amendment to the articles of association;

4. Increase of share capital.

1. Approval to AS Harju Elekter annual report of the year 2010

The general meeting resolved:

To approve the annual report of AS Harju Elekter of 2010, prepared by the management board and approved by the supervisory board, according to which the consolidated balance sheet total of AS Harju Elekter was 862,347 thousand kroons as of 31.12.2010, while the turnover of the financial year was 639,708 thousand kroons and net profit 35,912, of which the share of the owners of the Parent was 34,008 thousand kroons.

The number of the votes given in favor of the resolution was 12,052,020 which accounted for 99.66 % of the voted participants.

2. Approval to profit distribution

The general meeting resolved:

To approve the profit distribution proposal of AS Harju Elekter of 2010.

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

The dividends will be paid to the shareholders on 24 May 2011 by a transfer to the bank account of the shareholder. The shareholders registered in the shareholders’ registry on 13 May 2011 at 23.59 shall be entitled to dividend.

The number of the votes given in favor of the resolution was 12,049,145 which accounted for 99.63 % of the voted participants.

3. Amendment to the articles of association

The general meeting resolved:

In conjunction with the changeover to the euro, to amend and formulate the clauses 3.1 and 3.2 of the articles of association of AS Harju Elekter as follows:

3.1 The minimum amount of share capital of the Company is EUR 3,500,000 (three million five hundred thousand) and the maximum amount is EUR 14,000,000 (fourteen million).

3.2 Share capital has been divided into registered shares of one class, with the nominal value of 70 cents (EUR 0.7) each. Each share shall grant one vote at a general meeting of shareholders. The rights arising from the registered shares of the Company shall belong to a person who has been entered as a shareholder in the share register. To approve the articles of association of AS Harju Elekter in the new redaction.

The number of the votes given in favor of the resolution was 12,055,380 which accounted for 99.68 % of the voted participants.

4. Increase of share capital

The general meeting resolved:

In relation to the adoption of the euro in Estonia, the nominal value of the share and the share capital of the AS Harju Elekter shall be calculated into euros.

4.1 The nominal value of one share of AS Harju Elekter is EEK 10, which, according to the rules of approximation stated in § 525? of the Commercial Code, makes up EUR 0.64. The registered share capital of AS Harju Elekter is EEK 168,000,000, which, according to the rules of approximation stated in § 525? of the Commercial Code, makes up EUR 10,737,156.95 euros.

4.2 Due to the norm stipulated by §223 (1) of the Commercial Code, the lowest nominal value of a share is 10 cents, and by the norm stated in §223 (2) of the Commercial Code, that if the nominal value of a share is higher than 10 cents, it shall be in multiples of 10 cents, the nominal value of a share of AS Harju Elekter shall be increased up to 0.7 euros or the nearest available value.

4.3 To increase the share capital of AS Harju Elekter by bonus issue of AS Harju Elekter’s share capital on account of unallocated profit by EUR 639,374 and on account of issue premium by EUR 383,470 so that the new amount of the share capital shall be EUR 11,760,000(eleven million seven hundred and sixty thousand).

4.4 Conversion of share capital and shares from kroons to euros does not affect the rights attached to shares and the ratio of the nominal values of shares to share capital.

4.5 The rounding of the conversion result of nominal values of shares does not have any legal meaning.

The number of the votes given in favor of the resolution was 12,055,679 which accounted for 99.69 % of the voted participants.