Invitation to the Annual General Meeting of shareholders of AS Harju Elekter Group, its agenda, and proposals
The Management Board of AS Harju Elekter Group (registry code 10029524, registry
address A. H. Tammsaare tee 56, Tallinn) convenes the Annual General Meeting of
shareholders. The General Meeting will take place on 30 April 2026 at 14:00 p.m.
at venue of Swissotel, address Tornimäe 3, Tallinn.
Registration of meeting participants will start on 30 April 2026 at 13:00 p.m.
The list of shareholders entitled to vote at the meeting is fixed seven days
before the General Meeting, i.e. as of the end of the business day of the Nasdaq
CSD Estonian settlement system on 23 April 2026.
Shareholders can vote on the items on the agenda before the General Meeting by
e-mail or post. A more detailed overview of how it is possible to vote before
the General Meeting, is provided in the section "Organisational issues" of this
notice and on the website of AS Harju Elekter Group at www.harjuelekter.com
(http://www.harjuelekter.com).
The Supervisory Board of AS Harju Elekter Group set the agenda of the following
General Meeting and approved the following proposals:
1. Approval of the 2025 Annual Report of AS Harju Elekter Group
Approve the 2025 Annual Report prepared by the Management Board and approved by
the Supervisory Board, according to which the total consolidated balance sheet
as of 31 December 2025 is 168,1 million euros, revenue is 174,0 million euros,
operating profit is 12,0 million euros and net profit is 10,8 million euros.
2. Approval of profit distribution
Approve the 2025 profit distribution proposal of AS Harju Elekter Group
submitted by the Management Board and approved by the Supervisory Board as
follows:
Retained earnings EUR 50,598,483
Net profit for 2025 EUR 10,784,383
Total distributable profit as of 31.12.2025 EUR 61,382,866
The Management Board proposes the distribution of profits as follows:
Dividends (EUR 0.25 per share*) EUR 4,644,943
Retained earnings after distribution of profit EUR 56,737,924
*Dividends will be paid to shareholders on 28 May 2026, by transfer to the
shareholder's bank account. The list of shareholders for the payment of
dividends is established on 21 May 2026 as at the end of the business day in the
accounting system. The date of the change in the rights related to the
securities (ex-date) is 20 May 2026, from this date, the person who acquired the
shares is not entitled to receive dividends for the financial year 2025.
3. Appointment of auditor
To appoint AS PricewaterhouseCoopers (registry code 10142876) to perform the
audit of AS Harju Elekter Group on the years 2026 and 2027. The auditor will be
remunerated according to the agreement.
ORGNISATIONAL ISSUES
Shareholders whose shares represent at least 1/20 of the share capital may
request that additional items be included in the agenda of the General Meeting
if the respective request is submitted in writing 15 days before the General
Meeting, no later than on 15 April 2026.
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 on 27 April 2026. Further information on the
procedure and terms for exercising the rights provided pursuant to section §
287 (right of shareholder to information), subsection 293 (2) (right to request
inclusion of additional items on the agenda and subsection 293(1) (3)
(obligation to submit a draft resolution or a substantiation simultaneously with
the demand on the modification of the agenda) and subsection 293(1) (4) (right
to submit a draft resolution in respect to each item on the agenda) has been
disclosed on the website of AS Harju Elekter Group at www.harjuelekter.com
(http://www.harjuelekter.com). This is also where draft resolutions submitted by
shareholders and the substantiations of the resolutions, if any, are also
disclosed.
The documents of the annual general meeting of AS Harju Elekter Group, including
the annual report, the sworn auditor's report, the profit distribution proposal,
the report of the Supervisory Board, Articles of Association, remuneration
principles and the draft resolutions of the items on the agenda are available on
the company's website at www.harjuelekter.com (http://www.harjuelekter.com) or
at the website of Nasdaq Baltic https://nasdaqbaltic.com/. Questions regarding
the items on the agenda can be submitted to the e-mail address
[email protected] (mailto:[email protected]). Questions,
answers, and positions of the meeting are published on the company's Internet
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 the representative by sending an e-mail to
[email protected] (mailto:[email protected]) or by mail
the said document(s) no later than on 27 April 2026 at the AS Harju Elekter
Group office at A. H. Tammsaare road 56, Tallinn 11316. A shareholder may use
power of attorney forms to authorize a representative available on the website
of AS Harju Elekter Group www.harjuelekter.com (http://www.harjuelekter.com).
If voting prior to the General Meeting, shareholders are requested to fill in
the ballot papers available on the website of AS Harju Elekter Group at
www.harjuelekter.com (http://www.harjuelekter.com) and attached to the stock
exchange announcement convening the General Meeting. When voting by e-mail, the
completed ballot papers must be digitally signed and sent by e-mail to
[email protected] (mailto:[email protected]) no later than
by 29 April 2026 at 11:00 a.m.
When voting by mail, the completed ballot papers must be signed by hand and sent
with a copy of the personal data of the signatory's identity document by mail no
later than by 29 April 2026 at 11:00 a.m. to the address of AS Harju Elekter
Group, A. H. Tammsaare road 56, Tallinn 11316.
Ballot papers received after the above deadline shall not be considered. If a
shareholder submits several completed ballot papers, the ballot paper with the
latest digital signature time stamp or time of mailing shall be deemed valid.
All previously submitted ballot papers shall be deemed invalid.
If the shareholder who submitted a ballot paper before the General Meeting also
physically participates in the General Meeting, all ballot papers sent by the
shareholder before the General Meeting shall be deemed invalid. The exact
procedure for voting prior to the General Meeting is provided in the shareholder
information document available on the website of AS Harju Elekter Group at
www.harjuelekter.com (http://www.harjuelekter.com) and in the stock exchange
announcement convening the General Meeting.
To register participants physically attending the General Meeting the following
is required: shareholder who is a natural person - identity document;
representative of a shareholder who is a natural person - identity document and
a 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;
contractual representative of a shareholder who is a legal person shall submit a
power of attorney in written form in addition to the documents specified above.
Please legalise or apostille the documents of a legal person registered abroad
in advance, unless otherwise provided by an international agreement. AS Harju
Elekter Group may register a shareholder who is a foreign legal person as a
participant in a General Meeting even if all the required information about the
legal person or its representative is contained in a notarised power of attorney
issued to the representative abroad and that power of attorney is acceptable in
Estonia. Please present a passport or ID Card as an identity document.
Questions regarding the general meeting, also about voting, can be submitted to
the e-mail address [email protected]
(mailto:[email protected]).
Tiit Atso
Chairman of the Management Board
+372 674 7400