RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS


Today, on 26th of April 2007 starting at 10 a.m., the annual general meeting of
the shareholders of AS Harju Elekter was held at Keskväljak 12, Keila. The AGM
was attended by 96 shareholders and their authorised representatives who
represented the total of 9,861,944 votes accounting for 58.70 % of the total
votes. 

The agenda of the general meeting was as follows:
1. Approval to AS Harju Elekter annual report of 2006;
2. Approval to profit distribution;
3. Approval of the composition and remuneration of the supervisory board
4. Planning of the issue of shares by way of direct placement 

1. Approval to AS Harju Elekter annual report of the year 2006.

The general meeting resolved:
To approve the annual report of AS Harju Elekter of 2006, prepared by the
management board and approved by the supervisory board, according to which the
consolidated balance sheet total of AS Harju Elekter was 757,732 thousand
kroons as of 31.12.2006, while the turnover of the financial year was 622,087
thousand kroons and net profit 47,289 thousand kroons. 

The number of the votes given in favour of the resolution was 9,855,644 which
accounted for 99.94 % of the registered participants. 

2. Approval to profit distribution

The general meeting resolved:
To approve the profit distribution proposal of AS Harju Elekter of 2006 as
presented by the management board and as approved by the supervisory board as
follows: 

Retained profit from previous periods on 31.12.2006  52,789,000 kroons
Net profit of the financial year                     47,289,000 kroons
Total retained profit on 31.12.2006                 100,078,000 kroons

Management board's proposal for the distribution of profit as follows:
Dividends 1,80 kroons per share*                     30,240,000 kroons  
Legal reserve                                         2,400,000 kroons
Balance carried toward after profit distribution     67,438,000 kroons

The dividends will be paid to the shareholders on 21 May 2007 by a transfer to
the bank account of the shareholder. 
* the shareholders registered in the shareholders' registry on 11 May 2007 at
23.59 shall be entitled to dividend. 

The number of the votes given in favour of the resolution was 9,836,374 which
accounted for 99.74 % of the registered participants. 
  	

3. Approval of the composition and remuneration of the supervisory board

1. The general meeting resolved:
To appoint a five-member supervisory board for the company for the next five
years. 

The number of the votes given in favour of the resolution was 9,858,944 which
accounted for 99.97 % of the registered participants. 

2. The general meeting resolved:
To elect Endel Palla as the chairman of the supervisory board of the company,
and Ain Kabal, Lembit Kirsme, Madis Talgre, Andres Toome as the members of the
supervisory board. 

The number of the votes given in favour of the resolution was 9,855,346 which
accounted for 99.93 % of the registered participants. 

3. The general meeting resolved:
To determine the remuneration of the supervisory board members of the company
in the amount of 8 thousand kroons per month and the remuneration of the
chairman of the supervisory board in the amount of 25 thousand kroons per
month. To apply a valid bonus system to the chairman of the supervisory board
who is working in executive management. 

The number of the votes given in favour of the resolution was 9,791,309 which
accounted for 99.28 % of the registered participants. 

4. Planning of the issue of shares by way of direct placement 
1. To plan to carry out the issue of shares in 2010 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 2010: 
1.1 a resolution on increasing the share capital will be adopted at the annual
general meeting of shareholders in 2010; 
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; 
1.3 the amount of the planned issue of shares by way of direct placement is
MEEK 6 (6,000,000), for which purpose up to 600,000 new registered ordinary
shares, each with a nominal value of ten (10) koons, will be issued upon
deciding on the increase of the share capital in 2010; 
1.4 upon increasing the share capital, 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 2010 is the average price
of the share of AS Harju Elekter during the stock exchange days of
16.07.-27.07.2007 on the Tallinn Stock Exchange. A price exceeding the nominal
value of 10 kroons is 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 1.-
30.09.2010. 
1.7 the right to subscribe for new shares to be issued during the planned issue
of shares by way of direct placement 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 OÜ,
registry code 10926632, address: Turuplats 7-2, 44310 RAKVERE, acting through
its member of the management board Jüri Allikalt, 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, 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 2010; 
1.15 the conclusion of the Preliminary Contracts is to be carried out in the
period between 1.06.2007 and 15.06.2007, whereas to allow to conclude the
Preliminary Contracts to ensure the subscription right of up to 500,000 shares
at a maximum. 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 500,000 shares, the proportion of each
applicant shall be reduced pari passu with the number of shares applied for. In
order to ensure the subscription right to the part of 500,000 shares not
covered during the pre-registration and to the remaining 100,000 shares in the
planned issue of shares in 2010, to allow to conclude the Preliminary Contracts
until 15 June 2009 with persons whose work-related or professional relationship
with a company within the same group with AS Harju Elekter was created from 1
June 2007 or who were elected as a member of the management board of an
affiliate company of AS Harju Elekter since 1 June 2007; 
1.16 a person applying for the pre-emptive right to subscribe for shares, 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 OÜ, 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”. 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. 
1.17 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. 
1.18 The right 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; 
1.19 the shares issued during the increase of the share capital in 2010 gives
the right to receive dividends as of the financial year of 2010; 
1.20 if at the time of making a resolution on the planned increase of the share
capital in 2010, the stock exchange price of a share of AS Harju Elekter is
smaller than the price specified in clause 4.1.5 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 same time
period without any special agreement with the persons specified in clause 1.2; 
1.21 to give the management board the right, when it is apparent that the
shares have been subscribed for during 1.-30.09.2010 below the planned increase
of the share capital, to cancel the shares not subscribed for during the
subscription period. In that case, the share capital is deemed to be increased
in the amount of the nominal value of shares actually subscribed for and paid. 
 
2. By this resolution, the shareholders assume an obligation to perform the
concluded Preliminary Contracts. 

The number of the votes given in favour of the resolution was 9,752,712 which
accounted for 98.89 % of the registered participants. 

Andres Allikmäe
Chairman of the Board
+372 674 7400