Extraordinary shareholders’ meeting 31.10.2008
Extraordinary shareholders’ meeting 31.10.2008
Extraordinary General Meeting of the shareholders of AS Merko Ehitus, held on 31 October 2008 decided:
1. Election of additional members of the supervisory board
To elect, in addition to the current supervisory board members, as new members of the supervisory board of AS Merko Ehitus Indrek Neivelt and Olari Taal.
2. Remuneration of supervisory board members
To remunerate the supervisory board members as follows:
The monthly remuneration to be paid to the chairman of the supervisory board is 55,000 EEK. The monthly remuneration to be paid to supervisory board members is 50,000 EEK. Subject to submission of relevant expense receipts, supervisory board members shall be compensated for reasonable costs and expenses incurred by them in the discharge of their duties, incl. transport, travel and training expenses and other expenses.
The new terms of remuneration of supervisory board members shall take effect as from the date following the date of adoption of the general meeting’s pertinent resolution.
3. Termination of current authorisation agreements signed with supervisory board members
To terminate the currently effective authorisation agreements signed with supervisory board members.
4. Appointment of a representative of AS Merko Ehitus for termination of authorisation agreements signed with supervisory board members
To appoint the chairman of the management board, Tiit Roben, as the representative of AS Merko Ehitus for termination of the agreements referred to in clause 3 above.
5. Amendment of the Articles of Association
To amend the articles 25, 26 and 27 of the Articles of Association and to approve the new version of the Articles of Association of AS Merko Ehitus.
The amendments of the Articles of Association described in clause 5 shall take effect upon their registration in the commercial register.
6. Deciding on the conclusion of transactions with supervisory board members
To give its consent to the election of supervisory board members to the group’s directorate and to the conclusion of authorisation agreements between supervisory board members and AS Merko Ehitus in case there should be a need to engage supervisory board members as members of the group’s directorate, on the following terms:
- The monthly remuneration to be paid to the chairman of the group’s directorate is 35,000 EEK. The monthly remuneration to be paid to members of the group’s directorate is 30,000 EEK. The amount of remuneration paid to members of the group’s directorate may be increased annually to the extent corresponding to the change in the consumer price index, but not less than 10 per cent. In addition, the chairman of the group’s directorate is entitled to a bonus of 0.4 per cent, and members of the group’s directorate to a bonus of 0.35 per cent, of the Company’s profit before income tax less the respective minority share. Bonus payments are made after approval of the annual report for the respective financial year by the general meeting of shareholders. A maximum of 75 per cent of the bonus can be paid to the members of the group’s directorate in advance.
- A member of the group’s directorate shall not compete with the Company within one year after termination of his or her activities as a member of the group’s directorate. If a member of the group’s directorate resigns on his or her own initiative, or if a member is removed before the expiry of his or her term of office, or if the term of office of a member expires and a new authorisation or employment contract is not signed with the member, the member will be paid compensation in the amount of the average annual income of a member of the group’s directorate. If, during the effective term of the non-competition obligation, a member of the group’s directorate has received the written consent of the supervisory board of the Company to engage in an activity that can be regarded as competing with the activities of the Company, the unpaid portions of compensation will not be paid. A member of the group’s directorate is not entitled to receive compensation if the member has been removed from the group’s directorate with good reason due to his or her violation of law, the articles of association or conditions of service, or failure to perform his or her duties.
- Members of the group’s directorate shall be granted the following benefits: a) use of a company car both for the discharge of their duties and outside of working hours; b) use of a mobile phone both for the discharge of their duties and outside of working hours; c) signing of a life insurance contract at the cost of the Company, with the Company being the beneficiary.
- Subject to submission of relevant expense receipts, members of the group’s directorate shall be compensated for reasonable costs and expenses incurred by them in the discharge of their duties, incl. transport, travel and training expenses.
7. Appointment of a representative of AS Merko Ehitus for conclusion of transactions between supervisory board members and AS Merko Ehitus
To appoint the chairman of the management board, Tiit Roben, as the representative of AS Merko Ehitus for signing of the agreements referred to in clause 6 above.