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AGM 2017

Resolutions of the annual general meeting

The general meeting of shareholders of AS Merko Ehitus was held on April 28th 2017 and the following decisions were made:

1. Approval of the annual report of the year 2016 and overview of the financial results and the prospective of the on-going year

The general meeting of shareholders decided to approve the annual report of the year 2016 and take note of the Management Board’s overview of the financial results and prospective outlooks of the on-going year.

2. Decision on distribution of profits

The general meeting of shareholders decided to:

  1. approve the net profit for the year 2016 as EUR 6,121,804;
  2. pay the shareholders the total amount of EUR 7,257,000 as dividends from net profit brought forward, which totals to EUR 0.41 per share;
  • shareholders, entered into the share register of AS Merko Ehitus on May 24th 2017, at 23.59, will be entitled to dividends;
  • dividends will be paid to the shareholders on May 26th 2017 by transferring the amount concerned to shareholder’s bank account, linked to security account;
  1. the outstanding net profit will not be distributed.

3. Deciding on the number of members of the Supervisory Board

Pursuant to the Articles of Association of AS Merko Ehitus, the Supervisory Board of the company has 3 to 5 members. The general meeting of shareholders decided that the Supervisory Board will have 3 members who will be elected for the term of next 3 years.

4. Extension of powers of members of the current Supervisory Board

The general meeting of shareholders decided to:

  1. extend the terms of office of members of the Supervisory Board Toomas Annus, Teet Roopalu and Indrek Neivelt until April 28th 2020, i.e. for a period of three years from the moment of deciding the extension;
  2. continue remuneration of members of the Supervisory Board based on terms and conditions approved at general meeting of shareholders of AS Merko Ehitus, held on October 31st 2008.

AGM presentation 2017


NOTICE ON CONVENING A REGULAR MEETING OF SHAREHOLDERS OF AS MERKO EHITUS

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 Friday, April 28th 2017 at 10.00 at the Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn).

The circle of shareholders, entitled for the participation in the general meeting, will be determined 7 days before the general meeting of shareholders is held, i.e. April 21rd 2017 at 23.59 o’clock. Registration of participants of the meeting is about to be opened on April 28th 2017 at 09.30.

Agenda of the general meeting and proposals of the supervisory board of AS Merko Ehitus regarding the agenda items:

1. Approval of the annual report of the year 2016 and overview of the economic results and the prospectives

The Supervisory Board proposes to the shareholders to approve the annual report of the financial year 2016 of AS Merko Ehitus and to note the Management Board’s overview of the economic results and prospectives.

2. Distribution of profits and reserve capital

The Supervisory Board proposes to:

  • approve the net profit for the year 2016 as EUR 6,121,804;
  • pay the shareholders the total amount of EUR 7,257,000 as dividends from net profit brought forward, which totals to EUR 0.41 per share;
  • shareholders, entered into the share register of AS Merko Ehitus on May 24th 2017, at 23.59, will be entitled to dividends;
  • dividends will be paid to the shareholders on May 26th 2017 by transferring the amount concerned to shareholder’s bank account, linked to security account;
  • the outstanding net profit will not be distributed.

3. Deciding on the number of members of the Supervisory Board

Pursuant to the Articles of Association of AS Merko Ehitus, the Supervisory Board of the company has 3 to 5 members. The Supervisory Board proposes to decide that the Supervisory Board will have 3 members who will be elected for the term of next 3 years.

4. Extension of powers of members of the current Supervisory Board

The Supervisory Board proposes to:

  • extend the terms of office of members of the Supervisory Board Toomas Annus, Teet Roopalu and Indrek Neivelt until April 28th 2020, i.e. for a period of three years from the moment of deciding the extension;
  • continue remuneration of members of the Supervisory Board based on terms and conditions approved at general meeting of shareholders of AS Merko Ehitus, held on October 31st 2008.

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: group@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 April 27th 2017, 16.00, as latest, using the forms published by AS Merko Ehitus on its website at http://group.merko.ee/. It is not possible to vote electronically or by mail at the general meeting.

The annual report of AS Merko Ehitus for 2016 and the chartered auditor’s report are available for inspection at the website of NASDAQ Tallinn Stock Exchange at http://www.nasdaqomxbaltic.com/ or the group’s website at http://group.merko.ee/.

Documents related to the regular meeting of shareholders of AS Merko Ehitus, including draft resolutions, annual report for the financial year 2016, chartered auditor’s report, proposals for distribution of profits, written report, drawn up for the annual report by the Supervisory Board, are available for inspection as of April 3rd 2017 at the website of AS Merko Ehitus at http://group.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 group@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 to provide the information, the shareholder concerned may demand the general meeting to adopt a decision regarding the legitimacy of his/her demand or within two weeks of the general meeting occurrence 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 April 25th 2017, 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 April 13th 2017, to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 11314 Tallinn.

Draft resolutions of the Regular General Meeting of Shareholders 28.04.2017

Decisions of the Supervisory Board meeting of AS Merko Ehitus

2016 Merko Ehitus annual report

Information on shares and total number of votes, linked to the shares

Proxy

Notice on withdrawal of a proxy