AGM 2006
Resolutions of the annual general meeting 2006
Resolutions of the annual general meeting of AS Merko Ehitus held on 19 May 2006:
1. Approval of the annual report of the year 2005
Having examined the annual accounts 2005, management report, auditor’s report and profit distribution proposal of AS Merko Ehitus (“the Annual Report”) it was resolved to approve Annual Report 2005 prepared by the Management Board and approved by the Supervisory Board of AS Merko Ehitus.
2. Decision on distribution of profits
It was resolved to distribute the profit of AS Merko Ehitus on the basis of the approved annual accounts and in accordance with the profit distribution proposal presented to the general meeting as follows:
- to approve the net profit of the financial year of 2005 in the amount of 438 637 484 Estonian kroons (28 034 045 euros);
- to pay dividends to shareholders from the net profit of 2005 in the total amount of 88 500 000 Estonian kroons (5 656 181 euros), which makes 5 kroons (0,3196 euros) per share;
all shareholders entered in the share ledger of AS Merko Ehitus as of 5th June 2006 at 8:00 hours AM are entitled to dividends;
dividends shall be paid to shareholders on 8th June 2006 by remitting the respective amount to the current account tied to the shareholder’s securities account; - to increase the mandatory legal reserve by the amount of 8 850 000 Estonian kroons (565 618 euros);
- to maintain the rest of the net profit undivided.
3. Appointment of auditor for financial year 2006
It was resolved to approve the auditing company AS PricewaterhouseCoopers to be the auditor of AS Merko Ehitus in the financial year 2006 and to pay them for the service in accordance with the contract to be entered into with them.
4. Election of Supervisory Board members and deciding on the remuneration of Supervisory Board members.
It was resolved to elect the new Supervisory Board of AS Merko Ehitus in the following composition: Toomas Annus, Teet Roopalu and Jaan Mäe, to pay remuneration to the Supervisory Board members and conclude respective contracts of service with the Supervisory Board members on the following new terms and conditions:
- Remuneration:
Supervisory Board members are paid monthly remuneration for the performance of their duties as follows: Chairman of the Supervisory Board 50 000 Estonian kroons and Member of the Supervisory Board 45 000 Estonian kroons - Additional remuneration:
Supervisory Board members are entitled to the following additional remuneration: Chairman of the Supervisory Board 0.22% of the profit of the company before the income tax, from which the respective minority share has been deducted. Member of the Supervisory Board 0.2% of the profit of the company before the income tax, from which the respective minority share has been deducted;
The additional remuneration is paid after the approval of the annual report of the respective financial year at the general meeting of shareholders. The Supervisory Board members may be paid in the form of advance payments in the maximum extent of 75% of the above additional remuneration.
All other conditions of the contracts of service will remain as resolved in annual general meeting of shareholders in 2003.