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AGM 2013

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

The general meeting of shareholders of AS Merko Ehitus were held on June 5th 2013 and the following decisions were made:

1. Approval of the annual report of the year 2012 and overview of the financial results and the prospective of the current year
The general meeting of shareholders decided to approve the annual report of the year 2012 and to consider the Management Board’s overview of the 2012 financial results and prospective outlooks of the current year.

2. Proposal on distribution of profits
The general meeting of shareholders decided to:
(i) approve the net profit for the year 2012 as EUR 7,627,029;
(ii) pay the shareholders the total amount of EUR 5,310,000 as dividends, that equals to EUR 0.3 per share, from the retained earnings brought forward;
shareholders, entered into the share register of AS Merko Ehitus on June 26th 2013, at 23.59, will be entitled to dividends;
dividends will be paid to the shareholders on July 3rd 2013 by transferring the amount concerned to shareholder’s bank account, linked to security account;
(iii) the remaining profits will not be distributed.

3. Recall of Supervisory Board member
The general meeting of shareholders decided to recall Tõnu Toomik from the Supervisory Board with the objective to appoint Tõnu Toomik as the member of the Management Board of AS Merko Ehitus. The authorization of Tõnu Toomik, as the member of Supervisory Board will end as at June 5th 2013.

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 Wednesday, June 5th 2013 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 29th 2013, at 23.59 o’clock. Registration of participants of the meeting is about to be opened on June 5th 2013 at 13.30.

Agenda of the general meeting:

1. Approval of the annual report of the year 2012 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 2012 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. Proposal on distribution of profits
Supervisory Board proposes to:
(i) approve the net profit for the year 2012 as EUR 7,627,029;
(ii) pay the shareholders the total amount of EUR 5,310,000 as dividends from net profit brought forward, which totals to EUR 0.3 per share;
shareholders, entered into the share register of AS Merko Ehitus on June 26th 2013, at 23.59, will be entitled to dividends;
dividends will be paid to the shareholders on July 3rd 2013 by transferring the amount concerned to shareholder’s bank
account, linked to security account;
(iii) the outstanding net profit will not be distributed.

3. Recall of Supervisory Board member
The Supervisory Board proposes to recall Tõnu Toomik from the Supervisory Board with the objective to appoint Tõnu Toomik as the member of the Management Board of AS Merko Ehitus. The authorization of Tõnu Toomik, as the member of Supervisory Board will end as at June 5th 2013.

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 Pärnu mnt 141 Delta Plaza 7th floor, Tallinn (on working days from 10.00 through 16.00) by June 4th 2013, 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 2012 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 draft resolutions, annual report for the financial year 2012, 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 13th 2013 at the website of AS Merko Ehitus at http://www.merko.ee/ or on working days at 10.00-16.00 at Pärnu mnt 141 Delta Plaza 7th floor, 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 2nd 2013, submitting it in writing to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 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 21st 2013, to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 11314 Tallinn.