Increase of Share Capital in Connection with Realization of the Employee Option Programm and Subscription Results

The Supervisory Board of AS Harju Elekter Group decided to increase the share capital of the company by 17,010 euros by issuing new ordinary shares. The increase in the share capital is due to the need to issue new shares to the management board members and key personnel of Harju Elekter and its subsidiaries participating in the option program approved with the resolution of the general meeting on 29 April 2021.

A total of 4 current and former employees of Harju Elekter participated in the share issue related to the implementation of the option program, who subscribed for a total of 27,000 shares for a total of 121,500 euros.  A total of 57,500 shares were not subscribed.

Decisions of the Supervisory Board of AS Harju Elekter Group:

1. Harju Elekter’s share capital will be increased by a maximum of 17,010 euros, i.e., from 11,654,225.10 euros to 11,671,235.10 euros.
2. The share capital will be increased by way of issuing 27,000 new ordinary shares (ISIN: EE3100004250) with a book value of 0.63 euros per share. The shares will be issued with a share premium. The issue price is 4.50 euros per share, with a book value of the share amounting to 0.63 euros and the share premium to 3.87 euros.
3. The increase in the share capital and payment for the new shares will be carried out fully by way of monetary contribution. The payment deadline for the newly subscribed shares is July 4, 2025. After the increase of the share capital, Harju Elekter has a total of 18,525,770 ordinary shares without nominal value.
4. Pursuant to the resolution of the general meeting of 29 April 2021, which approved Harju Elekter’s share option program and its basic conditions, the pre-emptive right to subscribe for new shares belongs to the management board members and key personnel of Harju Elekter and its subsidiaries, as determined by the supervisory board of Harju Elekter, with whom the respective option agreements have been concluded.
5. Harju Elekter’s shareholders, who are not covered by the share option program, shall not have any pre-emptive right to subscribe for new shares issued during the increase of the share capital.
6. The due date for exercising the pre-emptive right of subscription and the due date for subscribing to shares was 25 June 2025. The option beneficiaries submitted their subscription notes in a timely manner. As part of the new share issue of Harju Elekter, 10 option holders did not submit their subscription applications, and 1 option holder subscribed only partially for the options granted under their option agreement. The unsubscribed options, in total amounting to 57,500, will be cancelled.
7. The increase of Harju Elekter’s share capital will not create any exceptions or special rights in connection with the ordinary shares. The new shares to be issued during the increase of share capital shall grant the right to dividend for the financial year starting on 1 January 2025.

All new shares of Harju Elekter issued during the share issue will be listed on Nasdaq Tallinn on the day following the date on which the additionally issued shares with temporary ISINs have been included in the Estonian Central Securities Depository (Nasdaq CSD) together with the previously issued shares with main ISINs.

Tiit Atso
Chairman of the Management Board

+372 674 7400