Notice on convening annual general meeting of shareholders of AS Merko EhitusThe Management Board of AS Merko Ehitus, registry code 11520257, seated at Järvevana tee 9G, Tallinn, 11314, will convene the annual general meeting of shareholders of AS Merko Ehitus on Wednesday, 6 May 2020 at 10.00 at Nordic Hotel Forum conference centre (Viru square 3, Tallinn). The set 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. on 29 April 2020 at close of the business of the settlement system. Registration of participants of the meeting will be opened on 6 May 2019 at 09.30. The Management Board asks the shareholders to consider that due to the COVID-19 pandemic caused by the novel coronavirus it is advisable to minimize the extent of and participation in physical gatherings. Therefore, the Management Board urges the shareholders to vote on the draft resolutions prepared in respect to the items on the agenda of the general meeting using electronic means prior to the general meeting, and not to participate the general meeting in person. The general meeting proceedings will be limited to voting on the draft resolutions, the Management Board will not be providing an overview of the past financial year nor the outlook. In order to vote using electronic means the shareholders are to fill in a voting ballot – the ballot is attached to the notice on convening the general meeting both on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/) as well as of Merko Ehitus (https://group.merko.ee/). The filled in ballot shall be signed digitally and sent to the Management Board by e-mail at group@merko.ee by no later than on 5 May 2020 at 16:00. The exact procedure of the organisation of the electronic voting is also attached to the notice on convening the general meeting on the aforementioned websites. AS Riverito, the majority shareholder of AS Merko Ehitus, has let the Management Board know of their intention to vote in favour of the draft resolutions prepared in respect to the items on the agenda. In order to protect the participants of the general meeting, the Management Board affirms that appropriate measures will be taken on the site of the meeting to minimize the possibility of spreading the coronavirus. The meeting shall take place in a sufficiently large room so that the participants shall not have to be closer than 2 metres to one another. In addition, appropriate disinfectants and personal protective equipment shall be provided on site of the meeting. We will update the measures to be taken as needed according to the overall situation and possible societal restrictions at the time of the meeting. 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 2019 The Supervisory Board proposes to approve the annual report of the financial year 2019 of AS Merko Ehitus. 2. Distribution of profits The Supervisory Board proposes to:
(i) approve the net profit for the financial year 2019 as EUR 16,269,700;
(ii) leave the net profit undistributed and to allocate the net profit of the financial year 2019 to retained earnings. 3. Deciding on the number of members of the Supervisory Board Pursuant to the Articles of Association of AS Merko Ehitus, the Supervisory Board of the company has 3 to 5 members. The Supervisory Board proposes to decide that the Supervisory Board will have 3 (three) members who will be elected for the term of next 3 (three) years. 4. Extension of powers of members of the Supervisory Board The Supervisory Board proposes to:
(i) extend the terms of office of current members of the Supervisory Board, Toomas Annus, Teet Roopalu and Indrek Neivelt, until 6 May 2023, i.e. for a period of three years from the moment of deciding the extension;
(ii) continue remuneration of members of the Supervisory Board based on terms and conditions approved at special general meeting of shareholders of AS Merko Ehitus, held on 31 October 2008. Organisational issues
Please provide the following for the registration of participants of the general meeting: - Passport or identity card (ID-card) as identity document for natural person-shareholders; a suitably prepared power of attorney is also required for 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 identity card (ID-card) of the representative; if the type of representation is other than legal representation, a suitably prepared power of attorney must also be provided (authorities granted by transaction), as well as the representative’s passport or identity card (ID-card). Please legalise the registration documents of a legal person, registered in a foreign country (with the exception of unattested power of attorney), or have them apostilled, if not provided otherwise by an international treaty. AS Merko Ehitus may also 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 the representative concerned are given in a notarised power of attorney, issued to the representative in a foreign country, and the power of attorney is recognised in Estonia.
A shareholder may notify AS Merko Ehitus of appointing a representative and having withdrawn a power of attorney before the general meeting, by supplying a digitally signed power of attorney and other required documents by e-mail to the following address: group@merko.ee; or delivering the written and signed power of attorney and other required documents on paper to the office of AS Merko Ehitus Eesti, a subsidiary of AS Merko Ehitus, at Järvevana road 9g, Tallinn (on working days from 10:00 through 16:00) by no later than 5 May 2020 at 16:00, using the forms attached to the notice on convening the general meeting both on the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/) as well as of Merko Ehitus (https://group.merko.ee/). It is possible to vote at the general meeting using electronic means prior to the general meeting in accordance with the procedure of the organisation of the electronic voting as determined by the Management Board. It is not possible to vote at the general meeting by mail. The annual report of AS Merko Ehitus for the financial year 2019 and the auditor’s report are available at the website of Nasdaq Baltic stock exchange at https://nasdaqbaltic.com/ and the group’s website at https://group.merko.ee/. Documents related to the annual general meeting of shareholders of AS Merko Ehitus, including draft resolutions, annual report for the financial year 2019, auditor’s report, proposal for distribution of profit, report on the activities of the Supervisory Board in the financial year 2019, and the procedure of the organisation of the electronic voting as determined by the Management Board, are available starting from 9 April 2020 at the website of AS Merko Ehitus at https://group.merko.ee/ or on working days at 10:00-16:00 at the office of AS Merko Ehitus Eesti, a subsidiary of AS Merko Ehitus, at Järvevana road 9g, Tallinn. Questions concerning the agenda of the annual general meeting can be sent to the e-mail address group@merko.ee. The questions and answers will be disclosed on the website of AS Merko Ehitus (https://group.merko.ee/). The shareholders have the right to receive information on the activities of AS Merko Ehitus from the Management Board at the general meeting. The Management Board may refuse to give information, if there is a basis to presume that this may cause significant damage to the interests of the company. Should the Management Board refuse to provide the information, the shareholder may demand that the general meeting decide on the legality of the shareholder’s request, or file, within two weeks after the general meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to give information. Shareholders whose shares represent at least one-twentieth of the share capital of AS Merko Ehitus, may submit a draft resolution of each item on the agenda to the company no later than 3 days prior to the general meeting, that is, until 3 May 2020, submitting it in writing to the following address: AS Merko Ehitus, Järvevana tee 9g, 11314 Tallinn. Shareholders whose shares represent at least one-twentieth of the share capital of AS Merko Ehitus, may demand the inclusion of additional issues on the agenda of the general meeting if the respective demand has been submitted no later than 15 days before the general meeting is held, that is, until 21 April 2019, to the following address: AS Merko Ehitus, Järvevana tee 9g, 11314 Tallinn. Andres Trink
Chairman of the Management Board
AS Merko Ehitus
+372 650 1250
andres.trink@merko.ee
AS Merko Ehitus (group.merko.ee) group consists of AS Merko Ehitus Eesti in Estonia, SIA Merks in Latvia, UAB Merko Statyba in Lithuania and Peritus Entreprenør AS in Norway. Besides providing construction service as a main contractor, the group’s other major area of activity is apartment development. As at the end of 2019, the group employed 694 people, and the group’s revenue for 2019 was EUR 327 million.
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