Notice on convening a regular general meeting of shareholders of AS Merko Ehitus
The Management Board of AS Merko Ehitus, registry code 11520257, seated at Järvevana tee 9G, Tallinn, 11314, will convene a regular general meeting of shareholders of AS Merko Ehitus on Wednesday, 9 May 2018 at 10.00 at the Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn). The circle of shareholders, entitled for the participation in the general meeting, will be determined 7 days before the general meeting of shareholders is held, i.e. 2 May 2018 at close of the business of the settlement system. Registration of participants of the meeting will be opened on 9 May 2018 at 09.30. Agenda of the general meeting and proposals of the supervisory board of AS Merko Ehitus regarding the agenda items: 1. Approval of the annual report of the year 2017 and overview of the economic results and outlook The Supervisory Board proposes to the shareholders to approve the annual report of the financial year 2017 of AS Merko Ehitus and to note the Management Board’s overview of the economic results and outlook. 2. Distribution of profits The Supervisory Board proposes to: - approve the net profit for the year 2017 as EUR 14,694,591;
- pay the shareholders the total amount of EUR 17,700,000 as dividends from net profit brought forward, which totals to EUR 1.00 per share;
- shareholders, entered into the share register of AS Merko Ehitus on 13 June 2018, at close of the business of the settlement system, will be entitled to dividends;
- consequently, the day of change of the rights related to the shares (ex-date) is set to 12 June 2018; from this date onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2017.
- dividends will be paid to the shareholders on 15 June 2018 by transferring the amount concerned to shareholder’s bank account, linked to the security account;
- leave the outstanding net profit undistributed.
3. Appointment of auditor for the financial years of 2018-2020
Pursuant to the recommendation of the audit committee, the Supervisory Board proposes to appoint the audit firm AS PricewaterhouseCoopers the auditor of AS Merko Ehitus for the financial years of 2018 through 2020 and to pay to the audit firm for auditing as per contract to be entered into with AS PricewaterhouseCoopers. Organisational issues You’re asked to submit the following for the registration of participants of the general meeting: - Passport or ID document is required to identify natural persons-shareholders; a suitably prepared proxy is also required of representatives;
- Representatives of a legal person-shareholders are required to provide an excerpt from an appropriate (business) register where the legal person is registered, which identifies the individual’s right to represent the shareholder (legal representation) and passport or identification document of the representative; if the type of representation is other that legal representation, a suitably prepared proxy must also be provided (authorities granted by transaction) and the representative’s passport or identification document. You are kindly asked to legalise the registration documents of a legal person, registered in a foreign country (with the exception of unattested proxy) or have them apostilled, if not provided otherwise by an international treaty. AS Merko Ehitus may register shareholders, who are legal persons registered in a foreign country, as participants of general meeting, when all the required information on the legal person and representative concerned are given in a notarised proxy, issued to the representative in a foreign country, and the proxy is acceptable in Estonia.
A shareholder may notify AS Merko Ehitus of appointing a representative and having withdrawn a proxy before the general meeting, by supplying a digitally signed proxy and other required documents by e-mail to the following address: group@merko.ee or delivering the written and signed documents on paper (proxy and other required documents) to the office of AS Merko Ehitus at Pärnu mnt 141 Delta Plaza 7th floor, Tallinn (on working days from 10.00 through 16.00) by 8 May 2018, 16.00, the latest, using the forms published by AS Merko Ehitus on its website at http://group.merko.ee/. It is not possible to vote electronically or by mail at the general meeting. The annual report of AS Merko Ehitus for 2017 and the chartered auditor’s report are available for inspection at the website of NASDAQ Tallinn Stock Exchange at http://www.nasdaqomxbaltic.com/ or the group’s website at http://group.merko.ee/. Documents related to the regular general meeting of shareholders of AS Merko Ehitus, including draft resolutions, annual report for the financial year 2017, chartered auditor’s report, proposals for distribution of profit, written report, drawn up for the annual report by the Supervisory Board, are available for inspection starting from 18 April 2018 at the website of AS Merko Ehitus at http://group.merko.ee/ or on working days at 10.00-16.00 at Pärnu mnt 141 Delta Plaza 7th floor, Tallinn. Questions concerning the agenda of the regular general meeting can be asked by sending them to the e-mail address group@merko.ee. Questions and answers will be disclosed at the website of AS Merko Ehitus on Internet. Shareholders are entitled to be provided information concerning the business of AS Merko Ehitus from the Management Board at the general meeting. The Management Board may refuse from giving the information, if there is a good reason to believe that this may cause material damage to the interests of the public limited company. Should the Management Board refuse to provide the information, the shareholder concerned may demand the general meeting to adopt a decision regarding the legitimacy of his/her demand or within two weeks of the general meeting occurrence file an application for proceedings on petition to the court to demand the Management Board to supply the information. Shareholders, holding shares, which represent at least 1/20 of the share capital of AS Merko Ehitus, may submit a draft resolution of each item on the agenda to the public limited company no later than 3 days prior to the general meeting, that is, until 6 May 2018, submitting it in writing to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 11314 Tallinn. Shareholders, holding shares, which represent at least 1/20 of the share capital of AS Merko Ehitus, may demand that additional items are added to the agenda of the general meeting, provided that such a request has been submitted in writing at least 15 days prior to the general meeting, that is, until 24 April 2018, to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 11314 Tallinn.
Andres Trink
Chairman of the Management Board
AS Merko Ehitus
+372 650 1250
andres.trink@merko.ee
Attached to this announcement is the previously published audited consolidated annual report of AS Merko Ehitus for 2017, which has been amended by statement of the Chairman of the Supervisory Board.
AS Merko Ehitus (group.merko.ee) group consists of Estonia’s leading construction company AS Merko Ehitus Eesti, the Latvian-market-oriented SIA Merks, UAB Merko Statyba that is operating on the Lithuanian market, Peritus Entreprenør AS construction company in Norway and the real estate development business unit along with real estate holding companies. As at the end of 2017, the group employed 757 people and the company’s 2017 revenue was EUR 317.6 million.
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