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AGM 2009

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Resolutions of the annual general meeting of AS Merko Ehitus held on 1 June 2009:

1. Approval of the 2008 Annual Report
To approve the annual report of AS Merko Ehitus for the financial year 2008.

2. Deciding on the distribution of profits
To approve the profit distribution as follows:
(i) to approve the net profit for the financial year 2008 in the amount of 299 139 513 Estonian kroons;
(ii) to pay 61 950 000 Estonian kroons of the net profit 2008 as dividends to shareholders constituting 3.5 kroons as dividend per share;
all shareholders entered in the share ledger of AS Merko Ehitus as of 17 June 2009 at 23.59 are entitled to dividends;
dividends shall be paid to shareholders on 1 July 2009 by remitting the respective amount to the current account tied to the shareholder’s securities account;
(iii) to maintain the rest of the net profit undistributed.

3. Approval of the auditor for the financial year 2009
To approve AS PricewaterhouseCoopers as the auditor of AS Merko Ehitus for the financial year 2009 and to pay to the auditor according to the contract.

AGM 2009 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 Monday 1 June 2009 at 14.00 in the Arcturus conference hall of the Nordic Hotel Forum hotel (Viru väljak 3, Tallinn).

The set of shareholders entitled to take part in the general meeting will be determined as at 23.59 on 22 May 2009. Registration for the general meeting will start at 13.30 on 1 June 2009.

The agenda of the general meeting:

1. Approval of the 2008 Annual Report
The supervisory board proposes to approve the 2008 Annual Report of AS MERKO EHITUS.

2. Deciding on the distribution of profits
Supervisory board proposes adopting the following profit distribution proposal:
(i)   confirm the net profit of the financial year 2008 in the amount of 299.1 million kroons;
(ii)  distribute 61.95 million kroons of the net profit as dividends to shareholders constituting 3.5 kroons as dividend per share;
all shareholders entered in the share ledger of AS Merko Ehitus as of 17 June 2009 at 23.59 are entitled to dividends;
dividends shall be paid to shareholders on 1 July 2009 by remitting the respective amount to the current account tied to the shareholder’s securities account;
(iii) maintain the rest of the net profit undistributed.

3. Approval of the auditor for the financial year 2009
The supervisory board proposes to approve AS PricewaterhouseCoopers as the auditor of AS MERKO EHITUS for the financial year 2009 and to pay them for the service pursuant to the contract.

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 2008 will be available for examination at NASDAQ OMX Tallinn (http://www.nasdaqomxbaltic.com/) and AS Merko Ehitus (http://www.merko.ee/) webpage and also at the seat of AS MERKO EHITUS situated at Järvevana tee 9G, Tallinn, on workdays from 8.00 to 17.00.

Questions concerning the items on the agenda can be asked by an email to merko[A]merko.ee.

1 EUR = 15,6466 EEK