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AGM 2010

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Resolutions of the regular general meeting of AS Merko Ehitus held on 3 June 2010:

1. Endorsement of the annual accounts for 2009
The general meeting of shareholders decided to approve the annual accounts of AS Merko Ehitus for 2009.

2. Decision regarding the distribution of profits

The general meeting of shareholders decided to approve the proposal on distribution of profits as follows:
(i) endorse the net profit for the year 2009 as 116 166 133 Estonian kroons;
(ii) pay the shareholders the total amount of 194.7 million Estonian kroons as dividends from net profit brought forward, which totals to 11 Estonian kroons per share;
shareholders, entered into the share register of AS Merko Ehitus on June 17th 2010, at 23.59, will be entitled to dividends;
dividends will be paid to the shareholders on June 21st 2010 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
The general meeting of shareholders decided to approve the modifications of Articles 18, 19, 26 and 27 of the Articles of Association of AS Merko Ehitus.

It was decided to modify Article 18 as follows: “18. The Management Board shall send a notice, by registered mail, to shareholders, using the address registered in the share register. If the number of shareholders of the public limited company exceeds the limit, provided by law, there is no need to send the shareholders summons; however, the notice on regular meeting shall be published in at least one national daily newspaper and, for a public limited company, registered on stock exchange, also by using methods, which shall grant prompt access thereto, using means of communication, which would allow efficient distribution of the information concerned to the public anywhere in the European Union.”

It was decided to modify Article 19 as follows: “19. At least three weeks advance notice is required for convening both regular and extraordinary meeting of shareholders.”

It was decided to modify Article 26 as follows: “26. The Supervisory Board shall give orders to the Management Board for the organisation of the management of the Company. The consent of the Supervisory Board is required by the Management Board for concluding transactions, which are beyond regular economic activities, in the name of the Company. The consent of the Supervisory Board is required by the Management Board for concluding transactions, which involve:
26.1. making investments into new spheres of business and making investments, which exceed the amounts, allocated for investment purposes in the budged for the financial year and for every investment, having the value above 3,000,000 Euros; or
26.2. for commencing and winding up business in other countries, including the establishment or acquisition of trading companies, subsidiaries or permanent places of business and winding them up, closing or transferring of; or
26.3. establishment, transfer or winding up of a subsidiary with a share capital or equity above 500,000 Euros; or
26.4. acquisition or transfer of minority participation in companies, not involved immediately in the main business; or
26.5. transfer of a registered immovable, of the value of the transaction is above 3,000,000 Euros; or
26.6. granting loans to any third parties or securing the commitments of any third parties, except in cases where the loan amount does not exceed 3,000,000 Euros; and
26.6.1  the entity being granted a loan or whose commitments are secured is the Company’s subsidiary or related company; or 26.6.2 the loan concerned is granted to fund construction works, conducted by the Company, and the loan is secured with a mortgage, established on the registered immovable, serving as the location of a building, built as the result of construction works, financed with the granted, in the favour of the Company.”

It was decided to modify Article 27 as follows: “27. The provisions of Article 317, section 1, sub-sections 1-7 shall not be applied to the identification of economic transactions, beyond regular economic activities.”
The modifications of Articles of Association will become effective as of being registered in the Commercial Register.

4. Removal of a member of the Supervisory Board
The general meeting of shareholders decided to remove Mr. Jaan Mäe from the position of a member of the Supervisory Board, due to him being elected to the Management Board of AS Merko Ehitus.

5. Approval of auditor appointed for the financial year 2010
The general meeting of shareholders decided to approve the company of auditors, AS PricewaterhouseCoopers, as the auditor of AS Merko Ehitus in the financial year 2010 and the company of auditors will be paid the fees, stipulated in the contract to be concluded.

6. The strategy of AS Merko Ehitus Group for 2010-2015
The Management Board introduced the strategy of AS Merko Ehitus for the 2010-2015 planning period. The general meeting of shareholders decided to appraise the information, disclosed under the item of agenda, and not adopt any resolutions.

2010 AGM 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 3rd 2010 at 14.00 at the Fantaasia (Fantasy) conference hall of Tallink Spa & Conference Hotel (Sadama 11a, Tallinn).

The circle of shareholders, entitled for the participation in general meeting, will be determined as of May 26th 2010, at 23.59 o’clock. Registration of participants of the meeting is about to be opened on June 3rd 2010 at 13.30.

Agenda of the general meeting:

1. Endorsement of the annual accounts for 2009
Supervisory Board has proposed the endorsement of annual accounts of AS Merko Ehitus for 2009.

2. Proposal on distribution of profits
Supervisory Board proposes to:
(i) endorse the net profit for the year 2009 as 116.17 million Estonian kroons;
(ii) pay the shareholders the total amount of 194.7 million Estonian kroons as dividends from net profit brought forward, which totals to 11 Estonian kroons per share;
shareholders, entered into the share register of AS Merko Ehitus on June 17th 2010, at 23.59, will be entitled to dividends;
dividends will be paid to the shareholders on June 21st 2010 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
The Supervisory Board proposes, to comply with the requirements arising from the Commercial Code and as the consequence of the management structure of the company being adjusted, to have Articles 18, 19, 26 and 27 of the Articles of Association of AS Merko Ehitus modified as follows.
3.1 Article 18 will be modified to read as follows: “18. The Management Board shall send a notice, by registered mail, to shareholders, using the address registered in the share register. If the number of shareholders of the public limited company exceeds the limit, provided by law, there is no need to send the shareholders summons; however, the notice on regular meeting shall be published in at least one national daily newspaper and, for a public limited company, registered on stock exchange, also by using methods, which shall grant prompt access thereto, using means of communication, which would allow efficient distribution of the information concerned to the public anywhere in the European Union.”

3.2 Article 19 will be modified to read as follows: “19. At least three weeks advance notice is required for convening both regular and extraordinary meeting of shareholders.”

3.3. Article 26 will be modified to read as follows: “26. The Supervisory Board shall give orders to the Management Board for the organisation of the management of the limited company. The consent of the Supervisory Board is required by the Management Board for concluding transactions, which are beyond regular economic activities, in the name of the limited company. The consent of the Supervisory Board is required by the Management Board for concluding transactions, which involve:
26.1. making investments into new spheres of business and making investments, which exceed the amounts, allocated for investment purposes in the budged for the financial year and for every investment, having the value above 3,000,000 Euros; or
26.2. for commencing and winding up business in other countries, including the establishment or acquisition of trading companies, subsidiaries or permanent places of business and winding them up, closing or transferring of; or
26.3. establishment, transfer or winding up of a subsidiary with a share capital or equity above 500,000 Euros; or
26.4. acquisition or transfer of minority participation in companies, not involved immediately in the main business; or
26.5. transfer of a registered immovable, of the value of the transaction is above 3,000,000 Euros; or
26.6. granting loans to any third parties or securing the commitments of any third parties, except in cases where the loan amount does not exceed 3,000,000 Euros; and
26.6.1  the entity being granted a loan or whose commitments are secured is the Limited Company’s subsidiary or related company; or
26.6.2 the loan concerned is granted to fund construction works, conducted by the Limited Company, and the loan is secured with a mortgage, established on the registered immovable, serving as the location of a building, built as the result of construction works, financed with the granted, in the favour of the Limited.”

3.4. Article 27 will be modified to read as follows: “27. The provisions of Article 317, section 1, sub-sections 1-7 shall not be applied to the identification of economic transactions, beyond regular economic activities.”

4. Removal of a member of the Supervisory Board

Due to the reorganisation of the management structure of the company, the Supervisory Board is proposing to remove Mr. Jaan Mäe from the position of a member of the Supervisory Board, due to him being elected to the Management Board of AS Merko Ehitus.

5. Approval of auditor appointed for the financial year 2010
The Supervisory Board proposes to approve company of auditors, AS PricewaterhouseCoopers, as the auditor of AS Merko Ehitus in the financial year 2010 and pay the company of auditors the fees, stipulated in the contract to be concluded.

6. The strategy of AS Merko Ehitus Group for 2010-2015
The Management Board shall introduce the strategy of AS Merko Ehitus for the 2010-2015 planning period. The Supervisory Board proposes to be apprised of the information, disclosed under the item of agenda, and not adopt any resolutions.

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 2nd 2010, 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 accounts of AS Merko Ehitus for 209 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 accounts for the financial year 2009, sworn auditor’s report and proposal for distribution of profits and written report, drawn up for the annual accounts by the Supervisory Board, are available for inspection as of May 11th 2010 at the website of AS Merko Ehitus at http://www.merko.ee/ 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 May 31st 2010, 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 19th 2010, to the following address: AS Merko Ehitus, Järvevana tee 9G, 11314 Tallinn.