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AGM 2008

Extraordinary shareholders’ general meeting 19.02.2008

Extraordinary shareholders’ general meeting 31.10.2008


MINUTES OF ANNUAL GENERAL MEETING

Annual General Meeting of the shareholders of AS MERKO EHITUS, held on 3 June 2008 decided:

1. Approval of the 2007 Annual Report
To approve the 2007 Annual Report of AS MERKO EHITUS.

2. Deciding on the distribution of profits
To approve the net profit for the financial year 2007 totalling EEK 545,049,316 (EUR 34,834,911) and not to distribute the profit among the shareholders.

3. Approval of the auditor for the financial year 2008
To approve AS PricewaterhouseCoopers as the auditor of AS MERKO EHITUS for the financial year 2008. The supply of auditing services and remuneration to be paid therefore will be based on a contract to be signed with the auditor.

4. Approval of the division plan of AS MERKO EHITUS
To approve the division plan of AS MERKO EHITUS, which was signed and attested on 30 April 2008.

5. Election and removal of members of supervisory board
To remove Teet Roopalu, Jaan Mäe and Toomas Annus from the supervisory board of AS MERKO EHITUS and to elect Teet Roopalu, Jaan Mäe and Tõnu Toomik as the new supervisory board members.

The removal and election of the supervisory board members shall take effect from entry of the division described in the division plan specified in section 4 above in the commercial register.

6. Remuneration of supervisory board members
To remunerate the supervisory board members as follows:
the chairman of the supervisory board shall be paid 4,000 (four thousand) EEK and the members of the supervisory board shall be paid 3,000 (three thousand) EEK monthly for the performance of their duties of the supervisory board members.
The new terms of remuneration of the supervisory board members shall take effect from entry of the division described in the division plan specified in section 4 above in the commercial register.

7. Amendment of the Articles of Association
To amend the Articles of Association of AS MERKO EHITUS as follows:

1) To amend article 1 and formulate it as follows: “The business name of the public limited company (hereinafter the Company) is aktsiaselts Järvevana.”

2) To cancel article 3.

3) To amend article 4 and formulate it as follows: “The minimum capital of the Company is 88,500,000 (eighty eight million five hundred thousand) EEK and maximum capital is 354,000,000 (three hundred and fifty four million) EEK. The amount of the share capital can be changed pursuant to the procedure stipulated by law.”    4) To amend sentence four of article 7 and formulate it as follows: “The valuation of a non-monetary contribution shall be audited by an auditor, except if the non-monetary contribution consists of securities, which are to be valued pursuant to a special procedure stipulated by the Commercial Code.”

5) To amend the first sentence of article 10 and formulate it as follows: “A registered share may be pledged.”

6) To amend the first sentence of article 19 and formulate it as follows: “The management board shall send the notice calling a general meeting by registered or regular post, facsimile transmission or email to all shareholders holding registered shares.”

7) To amend article 21 and formulate it as follows: “General meetings shall be held at the seat of the Company.”

8) To amend article 27 and formulate it as follows: “The supervisory board shall give orders to the management board for organisation of the management of the Company. The consent of the supervisory board is required by the management board for conclusion of transactions beyond ordinary course of business. The consent of the supervisory board is required by the management board for conclusion of transactions, if the total amount of a transaction or simultaneous transactions exceeds 200,000 (two hundred thousand) euros; for acquisition, transfer or dissolution of companies; as well as for establishment and closing of foreign branches.”

9) To amend the second sentence of article 34 and formulate it as follows: “A member of the supervisory board may not be represented by another member of the supervisory board or by a third person at a meeting or in adoption of a resolution.”

10) To amend the second sentence of article 39 and formulate it as follows: “If a member of the supervisory board does not give notice of whether the member is in favour of or opposed to the resolution during this term, it shall be deemed that he or she votes against the resolution.”

11) To amend article 42 and formulate it as follows: “The management board of the Company shall have 1 to 3 members. If the management board has more than 2 members, the supervisory board shall appoint a chairman of the management board.”

The amendments in the Articles of Association set forth in section 7 above shall take effect from the moment of their entry in the Commercial Register, which is sought concurrently with the entry of the division in the Commercial Register in such a manner that no division entry will be made without the entry on amendment of the Articles of Association and vice versa.

2008 AGM presentation


NOTICE CALLING ANNUAL GENERAL MEETING OF SHAREHOLDERS

The management board of AS MERKO EHITUS hereby calls the annual general meeting of shareholders of AS MERKO EHITUS, having its seat at Järvevana tee 9G, Tallinn, 11314. The general meeting will be held on Tuesday 3 June 2008 at 1 p.m. in the GRANDE 3 conference hall of the Sokos Hotel Viru hotel (Viru väljak 4, Tallinn).

The set of shareholders entitled to take part in the general meeting will be determined as at 11.59 p.m. on 24 May 2008. Registration for the general meeting will start at 12.30 p.m. on 3 June 2008.

The agenda of the general meeting:

1. Approval of the 2007 Annual Report
The supervisory board proposes to approve the 2007 Annual Report of AS MERKO EHITUS.

2. Deciding on the distribution of profits
The supervisory board proposes to approve the net profit for the financial year 2007 totalling EEK 545,049,316 (EUR 34,834,911) and not to distribute the profit among the shareholders.

3. Approval of the auditor for the financial year 2008
The supervisory board proposes to approve AS PricewaterhouseCoopers as the auditor of AS MERKO EHITUS for the financial year 2008. The supply of auditing services and remuneration to be paid therefor will be based on a contract to be signed with the auditor.

4. Approval of the division plan of AS MERKO EHITUS
The supervisory board has proposed to approve the division plan of AS MERKO EHITUS, which was signed and attested on 30 April 2008.

The aim of the division plan is to restructure the business of AS MERKO EHITUS for the purpose of ensuring sustainable development of the company and protecting the interests of shareholders and employees in the drawn-out criminal proceedings in the land swap case. The organisation of the division has been introduced on the Stock Exchange release of 15 April 2008 and will also be presented at the general meeting of shareholders.

5. Election and removal of members of supervisory board
The supervisory board proposes to remove Teet Roopalu, Jaan Mäe and Toomas Annus from the supervisory board of AS MERKO EHITUS and to elect Teet Roopalu, Jaan Mäe and Tõnu Toomik as the new supervisory board members.

The removal and election of the supervisory board members shall take effect from entry of the division described in the division plan specified in section 4 above in the commercial register.

6. Remuneration of supervisory board members
The supervisory board proposes to remunerate the supervisory board members as follows:

the chairman of the supervisory board shall be paid 4,000 (four thousand) EEK and the members of the supervisory board shall be paid 3,000 (three thousand) EEK monthly for the performance of their duties of the supervisory Board members.

The new terms of remuneration of the supervisory board members shall take effect from entry of the division described in the division plan specified in section 4 above in the commercial register.

7. Amendment of the Articles of Association
The supervisory board proposes to amend the Articles of Association of AS MERKO EHITUS as follows:

1) To amend article 1 and formulate it as follows: “The business name of the public limited company (hereinafter the Company) is Aktsiaselts Järvevana.”

The amendment is due to the change in the business name as according to the division plan specified in section 4 herein the business name of “MERKO EHITUS” shall be transferred to the acquiring company.

2) To cancel article 3.

The amendment is due to the 1 January 2007 amendment of the Commercial Code, according to which the articles of association of a public limited company need not set out data about the activities of the company.

3) To amend article 4 and formulate it as follows: “The minimum capital of the Company is 88,500,000 (eighty eight million five hundred thousand) EEK and maximum capital is 354,000,000 (three hundred and fifty four million) EEK. The amount of the share capital can be changed pursuant to the procedure stipulated by law.”

The amendment is needed to lift the minimum and maximum limits of the share capital.

4) To amend sentence four of article 7 and formulate it as follows: “The valuation of a non-monetary contribution shall be audited by an auditor, except if the non-monetary contribution consists of securities, which are to be valued pursuant to a special procedure stipulated by the Commercial Code.”

The amendment brings the formulation of the Articles of Association into conformity with the Commercial Code regulation of valuation of non-monetary contributions.

5) To amend the first sentence of article 10 and formulate it as follows: “A registered share may be pledged.”

The amendment brings the formulation of the Articles of Association into conformity with the Commercial Code regulation of transactions with the shares.

6) To amend the first sentence of article 19 and formulate it as follows: “The management board shall send the notice calling a general meeting by registered or regular post, facsimile transmission or email to all shareholders holding registered shares.”

The amendment brings the formulation of the Articles of Association into conformity with the Commercial Code regulation of notification of general meetings.

7) To amend article 21 and formulate it as follows: “General meetings shall be held at the seat of the Company.”

The amendment adds clarity as to the venue of the general meeting presumed by the shareholders.

8) To amend article 27 and formulate it as follows: “The supervisory board shall give orders to the management board for organisation of the management of the Company. The consent of the supervisory board is required by the management board for conclusion of transactions beyond ordinary course of business. The consent of the supervisory board is required by the management board for conclusion of transactions, if the total amount of a transaction or simultaneous transactions exceeds 200,000 (two hundred thousand) euros; for acquisition, transfer or dissolution of companies; as well as for establishment and closing of foreign branches.”

The amendment is needed to enhance supervision over the transactions with the Company’s assets concluded by the management board.

9) To amend the second sentence of article 34 and formulate it as follows: “A member of the supervisory board may not be represented by another member of the supervisory board or by a third person at a meeting or in adoption of a resolution.”

The amendment corrects a misleading typing error in the Articles of Association.

10) To amend the second sentence of article 39 and formulate it as follows: “If a member of the supervisory board does not give notice of whether the member is in favour of or opposed to the resolution during this term, it shall be deemed that he or she votes against the resolution.”

The amendment corrects a misleading typing error in the Articles of Association.

11) To amend article 42 and formulate it as follows: “The management board of the Company shall have 1 to 3 members. If the management board has more than 2 members, the supervisory board shall appoint a chairman of the management board.”

The amendment is due to the changes in the activities of the management board occasioned by the restructuring of the Company.

The amendments in the Articles of Association set forth in section 7 above shall take effect from the moment of their entry in the Commercial Register, which is sought concurrently with the entry of the division in the Commercial Register in such a manner that no division entry will be made without the entry on amendment of the Articles of Association and vice versa.

On registration, shareholders as legal entities are requested to submit an extract from a relevant (commercial) register, with whom the legal entity has been registered (Estonian legal entities are requested to submit a copy of the registry card B, which may not be older than 15 days), which sets out a person’s right to represent the shareholder (at law) along with the person’s identification document; other representatives shall submit proper authorisation letters (granted by transaction) along with an identification document of the representative. Shareholders as natural persons are requested to submit a passport or identity card; their representatives are requested to submit additionally proper authorisation letters.

The documents of a foreign legal entity (except authorisation letter) shall be legalised or apostilled by the Ministry of Foreign Affairs or a foreign mission of the Republic of Estonia.

The annual report, auditor’s resolution, draft Articles of Association, written report of the supervisory board on the annual report, the division plan, the annual reports and management reports for the last three years, the division report, the auditor’s report and the data about the new candidate members of the supervisory board will be available for examination from 2 May 2008 at http://www.merko.ee/. The aforementioned documents will be available for examination from 2 May 2008 at the seat of AS MERKO EHITUS situated at Järvevana tee 9G, Tallinn, on workdays from 8 a.m. to 5 p.m.

Questions concerning the items on the agenda can be asked by an email to merko@merko.ee. The questions and answers will be posted on the website of AS MERKO EHITUS.