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AGM 2011

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

The general meeting of shareholders of AS Merko Ehitus held on June 28th 2011 decided:

1. Approval of the annual report of the year 2010 and overview of the economic results and the prospective of the ongoing year
To approve the annual report of the year 2010 and to consider the Management Board’s overview of the economic results and prospective outlooks of the ongoing year.

2. Decision regarding the distribution of profits
To approve the proposal on distribution of profits:
(i) to approve the net profit for the year 2010 as 19,232,573 Estonian kroons (1,229,185.45 Euros);
(ii) to pay the shareholders the total amount of 1,770,000 Euros (27,694,482 Estonian kroons) as dividends from net profit brought forward, which totals to 0.1 Euros (1.56 Estonian kroons) per share;
shareholders, entered into the share register of AS Merko Ehitus on July 12th 2011, at 23.59, will be entitled to dividends;
dividends will be paid to the shareholders on July 19th 2011 by transferring the amount concerned to shareholder’s bank account, linked to security account;
(iii) the outstanding net profit will not be distributed.

3. Modification of Articles of Association
To change the Articles 3, 4, 8 and 22 of the Articles of Association of AS Merko Ehitus in following wording:
3.1 To amend section 3 and reword it as follows: “3. The minimum share capital of the Company is 6,000,000 (six million) Euros and the maximum share capital is 24,000,000 (twenty-four million) Euros. The size of the share capital can be changed as per prescribed procedures. ”
3.2 To amend section 4 and reword it as follows: “4. The Company has 17,700,000 shares without nominal value. ”
3.3 To amend section 8 and reword it as follows: “8. Upon increasing of the share capital, shareholders have the right to subscribe for new shares in proportion to the sum of their shares’ book value, unless otherwise is prescribed by law. ”
3.4 To specify section 22 and reword it as follows: “22. If the votes referred to in section 21 of the Articles of Association are not represented at a general meeting, the management board shall summon within three weeks but not earlier than after 7 days a new general meeting with the same order of business. The new general meeting has a quorum regardless of the number of votes represented at the meeting. ”

4. Recalculation of the share capital into Euros, taking into use of shares without nominal value and increasing of the share capital
In conjunction with accession of the Republic of Estonia to the euro zone on January 1st 2011 and pursuant to amendments to the Commercial Code which entered into force on July 1st 2010:
4.1. to carry out recalculation of the share capital of AS Merko Ehitus from 177,000,000 Estonian kroons to 11,312,361.79 Euros and to take into use shares without nominal value. The share capital of AS Merko Ehitus is divided into 17,700,000 shares without nominal value;
4.2. to increase the share capital of AS Merko Ehitus by way of bonus issue on the account of retained profits by 687,638.21 Euros by means of increasing the book value of shares of AS Merko Ehitus so that the new size of the share capital will be 12,000,000 Euros. The new book value of the shares will be 0.67797 Euros. The bonus issue is based on the annual report of AS Merko Ehitus of the year 2010 which has been approved by the general meeting of shareholders. A list of shareholders entitled to participate in the bonus issue shall be fixed on 12.07.2011 at 23:59. The size of the share capital and the book value of shares is increased by way of making an entry in the commercial register which will presumably take place prior to 20.07.2011;
4.3. rounding of the results of recalculation of the nominal value or the size of the share capital bear no legal meaning pursuant to this decision.

5. Extension of powers of members of the current Supervisory Board and election of an additional member of the Supervisory Board
5.1. To extend the terms of office of members of the Supervisory Board Tõnu Toomik, Teet Roopalu, Indrek Neivelt and Olari Taal until June 28th 2014, i.e. for a period of three years from the moment of deciding the extension.
5.2. To elect Toomas Annus an additional member of the Supervisory Board, in addition to the current members of the Supervisory Board, whose term of office endures until June 28th 2014.
5.3. To continue remuneration of members of the Supervisory Board, including the new member of the Supervisory Board, based on terms and conditions approved at general meeting of shareholders of AS Merko Ehitus, held on 31.10.2008.

6. Decision about entry into an authorisation agreement with the new member of the Supervisory Board
To grant an agreement for entry into a contract of a Supervisory Board member between the new member of the Supervisory Board Toomas Annus and AS Merko Ehitus on terms and conditions similar to the ones of contracts entered into with current members of the Supervisory Board, being guided by the terms and conditions of remuneration of members of the Supervisory Board as approved by the shareholders, as well as by the requirements prescribed to remuneration of members of the Supervisory Board as described in the Commercial Code.

7. Appointment of representative of AS Merko Ehitus for entry into a transaction between a member of the Supervisory Board and AS Merko Ehitus
To appoint the chairman of the Management Board Tiit Roben the representative of AS Merko Ehitus for entry into the authorisation agreement referred to in section 6.

8. Appointment of auditor for the financial year of 2011
To appoint AS PricewaterhouseCoopers the auditor of AS Merko Ehitus for the financial year of 2011 and to pay to the auditing company for auditing the financial year of 2011 as per contract to be entered into with AS PricewaterhouseCoopers.

AGM 2011 presentation


NOTICE CALLING ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Management Board of AS MERKO EHITUS, registry code 11520257, seated at Järvevana tee 9G, Tallinn, 11314, will convene a regular meeting of shareholders of AS MERKO EHITUS on Tuesday, June 28th 2011 at 14.00 at the Arcturus conference hall of Nordic Hotel Forum (Viru väljak 3, Tallinn).

The circle of shareholders, entitled for the participation in general meeting, will be determined as of June 21st 2011, at 23.59 o’clock. Registration of participants of the meeting is about to be opened on June 28th 2011 at 13.30.
Agenda of the general meeting:

1. Approval of the annual report of the year 2010 and overview of the economic results and the prospective of the ongoing year
The Supervisory Board proposes to the shareholders to approve the annual report of the financial year 2010 of AS Merko Ehitus and to consider the Management Board’s overview of the economic results and prospective outlooks of the ongoing year.

2. Proposal on distribution of profits
Supervisory Board proposes to:
(i) approve the net profit for the year 2010 as 19,232,573 Estonian kroons (1,229,185.45 Euros);
(ii) pay the shareholders the total amount of 1,770,000 Euros (27,694,482 Estonian kroons) as dividends from net profit brought forward, which totals to 0.1 Euros (1.56 Estonian kroons) per share;
shareholders, entered into the share register of AS Merko Ehitus on July 12th 2011, at 23.59, will be entitled to dividends;
dividends will be paid to the shareholders on July 19th 2011 by transferring the amount concerned to shareholder’s bank account, linked to security account;
(iii) the outstanding net profit will not be distributed.

3. Amendment of articles of association
The Supervisory Board proposes to the shareholders to amend sections 3, 4, 8 and 22 of the Articles of Association of AS Merko Ehitus for the purposes of recalculating the share capital into Euros, taking into use of shares without nominal value, increasing of the share capital and specification of the Articles of Association.
3.1 To amend section 3 and reword it as follows: “3. The minimum share capital of the Company is 6,000,000 (six million) Euros and the maximum share capital is 24,000,000 (twenty-four million) Euros. The size of the share capital can be changed as per prescribed procedures. ”
3.2 To amend section 4 and reword it as follows: “4. The Company has 17,700,000 shares without nominal value. ”
3.3 To amend section 8 and reword it as follows: “8. Upon increasing of the share capital, shareholders have the right to subscribe for new shares in proportion to the sum of their shares’ book value, unless otherwise is prescribed by law. ”
3.4 To specify section 22 and reword it as follows: “22. If the votes referred to in section 21 of the Articles of Association are not represented at a general meeting, the management board shall summon within three weeks but not earlier than after 7 days a new general meeting with the same order of business. The new general meeting has a quorum regardless of the number of votes represented at the meeting. ”

4. Recalculation of the share capital into Euros, taking into use of shares without nominal value and increasing of the share capital
In conjunction with accession of the Republic of Estonia to the euro zone on January 1st 2011 and pursuant to amendments to the Commercial Code which entered into force on July 1st 2010, the Supervisory Board makes the following proposal:
4.1. to carry out recalculation of the share capital of AS Merko Ehitus from 177,000,000 Estonian kroons to 11,312,361.79 Euros and to take into use shares without nominal value. The share capital of AS Merko Ehitus is divided into 17,700,000 shares without nominal value;
4.2. to increase the share capital of AS Merko Ehitus by way of bonus issue on the account of retained profits by 687,638.21 Euros by means of increasing the book value of shares of AS Merko Ehitus so that the new size of the share capital will be 12,000,000 Euros. The new book value of the shares will be 0.67797 Euros. The bonus issue is based on the annual report of AS Merko Ehitus of the year 2010 which has been approved by the general meeting of shareholders. A list of shareholders entitled to participate in the bonus issue shall be fixed on 12.07.2011 at 23:59. The size of the share capital and the book value of shares is increased by way of making an entry in the commercial register which will presumably take place prior to 20.07.2011;
4.3. rounding of the results of recalculation of the nominal value or the size of the share capital bear no legal meaning pursuant to this decision.

5. Extension of powers of members of the current Supervisory Board and election of an additional member of the Supervisory Board
5.1. The Supervisory Board proposes to the shareholders to extend the terms of office of members of the Supervisory Board Tõnu Toomik, Teet Roopalu, Indrek Neivelt and Olari Taal until June 28th 2014, i.e. for a period of three years from the moment of deciding the extension.
5.2. The Supervisory Board proposes to the shareholders to elect Toomas Annus an additional member of the Supervisory Board, in addition to the current members of the Supervisory Board, whose term of office endures until June 28th 2014.
5.3. To continue remuneration of members of the Supervisory Board, including the new member of the Supervisory Board, based on terms and conditions approved at general meeting of shareholders of AS Merko Ehitus, held on 31.10.2008.

6. Decision about entry into an authorisation agreement with the new member of the Supervisory Board
The Supervisory Board proposes to the shareholders to grant an agreement for entry into a contract of a Supervisory Board member between the new member of the Supervisory Board Toomas Annus and AS Merko Ehitus on terms and conditions similar to the ones of contracts entered into with current members of the Supervisory Board, being guided by the terms and conditions of remuneration of members of the Supervisory Board as approved by the shareholders, as well as by the requirements prescribed to remuneration of members of the Supervisory Board as described in the Commercial Code.

7. Appointment of representative of AS Merko Ehitus for entry into a transaction between a member of the Supervisory Board and AS Merko Ehitus
The Supervisory Board proposes to the shareholders to appoint the chairman of the Management Board Tiit Roben the representative of AS Merko Ehitus for entry into the authorisation agreement referred to in section 6.

8. Appointment of auditor for the financial year of 2011
The Supervisory Board proposes to the shareholders to appoint AS PricewaterhouseCoopers the auditor of AS Merko Ehitus for the financial year of 2011 and to pay to the auditing company for auditing the financial year of 2011 as per contract to be entered into with AS PricewaterhouseCoopers.
The Supervisory Board ascertains that the Supervisory Board is satisfied with the hitherto work of AS PricewaterhouseCoopers and hence makes a proposal to appoint the auditing company AS PricewaterhouseCoopers also for the following period.

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: merko[A]merko.ee or delivering the written and signed documents on paper (proxy and other required documents) to the office of AS Merko Ehitus at Järvevana tee 9G Tallinn (on working days from 10.00 through 16.00) by June 27th 2011, 16.00, as latest, using the forms published by AS Merko Ehitus on its website at http://www.merko.ee/. It is not possible to vote electronically or by mail at the general meeting.

The annual report of AS Merko Ehitus for 2010 and the sworn auditor’s report are available for inspection at the website of NASDAQ OMX Tallinn Stock Exchange at http://www.nasdaqomxbaltic.com/.

Documents related to the regular meeting of shareholders of AS Merko Ehitus, including the draft version of Articles of Association, draft resolutions, annual report for the financial year 2010, sworn auditor’s report and proposal for distribution of profits and written report, drawn up for the annual report by the Supervisory Board, are available for inspection as of June 6th 2011 at the website of AS Merko Ehitus at http://www.merko.ee/ or on working days at 10.00-16.00 at Järvevana tee 9G, Tallinn. Questions concerning the agenda of the regular meeting can be asked by sending them to the e-mail address merko[A]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 regular 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 from granting the information, the shareholder concerned may demand the regular meeting to adopt a decision, regarding the legitimacy of his/her demand, or file an application for proceedings on application 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 June 25th 2011, submitting it in writing to the following address: AS Merko Ehitus, Järvevana tee 9G, 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 June 13th 2011, to the following address: AS Merko Ehitus, Järvevana tee 9G, 11314 Tallinn.