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AGM 2012

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

The general meeting of shareholders of AS Merko Ehitus were held on June 7th 2012 and the following decisions were made:

1. Approval of the annual report of the year 2011 and overview of the economic results and the prospective of the on-going year
The general meeting of shareholders decided to approve the annual report of the year 2011 and to consider the Management Board’s overview of the economic results and prospective outlooks of the on-going year.

2. Decide to cover the loss / distribute the profit and increase the statutory reserve capital
The general meeting of shareholders decided to:
(i) approve the net loss for the year 2011 as 14,084,939 Euros;
(ii) cover the net loss for the year of 2011 from the retained earnings of previous periods;
(iii) not to pay dividends to shareholders;
(iv) increase the statutory reserve capital by 68,764 Euros out of the retained earnings from previous periods. After the loss from the 2011 financial year has been covered and the statutory reserve capital has been increased, the residue of the retained earnings from previous periods will be 96,610,030 Euros.

3. Modification of Articles of Association
The general meeting of shareholders decided to approve the amendment of the articles of association of AS Merko Ehitus as follows:
3.1. To amend sections 41 of the Articles of Association of AS Merko Ehitus as follows:
“41. The management board of the Company has up to 3 members. If the management board has more than 2 members, the supervisory board shall elect the chairman of the management board.”
3.2. Approve the new version of the articles of association of AS Merko Ehitus with the above amendments.

4. Appointment of auditor for the financial years of 2012-2013
The general meeting of shareholders decided to appoint AS PricewaterhouseCoopers the auditor of AS Merko Ehitus for the financial years of 2012 and 2013 and to pay to the auditing company as per contract to be entered into with AS PricewaterhouseCoopers.

2012 Annual General Meeting 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 Thursday, June 7th 2012 at 14.00 at the Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn).

The circle of shareholders, entitled for the participation in general meeting, will be determined as of May 31st 2012, at 23.59 o’clock. Registration of participants of the meeting is about to be opened on June 7th 2012 at 13.30.

Agenda of the general meeting:

1. Approval of the annual report of the year 2011 and overview of the economic results and the prospective of the on-going year
The Supervisory Board proposes to the shareholders to approve the annual report of the financial year 2011 of AS Merko Ehitus and to consider the Management Board’s overview of the economic results and prospective outlooks of the on-going year.

2. Decide to cover the loss / distribute the profit and increase the statutory reserve capital
Supervisory Board proposes to:
(i) approve the net loss for the year 2011 as 14,084,939 Euros;
(ii) cover the net loss for the year of 2011 from the retained earnings of previous periods;
(iii) not to pay dividends to shareholders;
(iv) increase the statutory reserve capital by 68,764 Euros out of the retained earnings from previous periods. After the loss from the 2011 financial year has been covered and the statutory reserve capital has been increased, the residue of the retained earnings from previous periods will be 96,610,030 Euros.

3. Amendment of articles of association
3.1. The Supervisory Board proposes to the shareholders to amend sections 41 of the Articles of Association of AS Merko Ehitus as follows:
“41. The management board of the Company has up to 3 members. If the management board has more than 2 members, the supervisory board shall elect the chairman of the management board.”
3.2. Approve the new version of the articles of association of AS Merko Ehitus with the above amendment.

4. Appointment of auditor for the financial years of 2012-2013
The Supervisory Board proposes to the shareholders to appoint AS PricewaterhouseCoopers the auditor of AS Merko Ehitus for the financial years of 2012 and 2013 and to pay to the auditing company 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.

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: 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 6th 2012, 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 2011 and the sworn auditor’s report are available for inspection at the website of NASDAQ OMX Tallinn Stock Exchange athttp://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 2011, 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 May 16th 2012 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 4th 2012, 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 May 23rd 2012, to the following address: AS Merko Ehitus, Järvevana tee 9G, 11314 Tallinn.