The Management Board of AS Merko Ehitus, registry code 11520257, seated at
Järvevana tee 9G, Tallinn, 11314, proposes to the shareholders to adopt
resolutions without convening a meeting in accordance with § 299(1) of the
Commercial Code. The Management Board is making this proposal in order to avoid
physical gatherings during the COVID-19 corona pandemic.
The shareholders have the possibility to vote in favour or opposed to the
resolutions either by mail or e-mail using a voting ballot, which is published
on Merko Ehitus homepage group.merko.ee/en/general-meeting-of-shareholders
(https://group.merko.ee/en/general-meeting-of-shareholders/) and attached to the
notice of adoption of resolutions on Nasdaq Baltic homepage (nasdaqbaltic.com
(https://nasdaqbaltic.com/)). The filled in ballot together with the documents
to enable identification of the shareholder and to certify the right of
representation must be forwarded to the Management Board of AS Merko Ehitus by
5 May 2021 at 9:00 AM (here and hereafter Estonian time) in accordance with the
procedure specified below. If a shareholder does not give notice of whether they
are in favour of or opposed to the resolution during this term, it shall be
deemed that they have voted against the resolution.
The set of shareholders, entitled to adopt the resolutions, will be determined
7 days before the term by which the shareholder must present their position,
i.e. 28 April 2021 at the close of the business of the Nasdaq CSD Estonia
settlement system.
Merko Ehitus shall disclose the resolutions with a stock exchange announcement
and on the company's homepage no later than on 12 May 2021 in accordance with
§ 299(1) (6) of the Commercial Code.
No later than on 4 May 2021, the Management Board of Merko Ehitus shall publish
an overview of 2020 economic results and future outlook on Merko Ehitus homepage
(group.merko.ee/en/general-meeting-of-shareholders
(https://group.merko.ee/en/general-meeting-of-shareholders/)) and with a stock
exchange announcement on Nasdaq Baltic homepage (nasdaqbaltic.com
(https://nasdaqbaltic.com/)).
Supervisory Board approved Management Board proposals for the draft resolutions
to be adopted:
1. Approval of the annual report for the financial year 2020
To approve the annual report for the financial year 2020 of AS Merko Ehitus.
2. Distribution of profits:
(i) to approve the net profit of EUR 22,993,990 for the financial year 2020;
(ii) to pay a total of EUR 17,700,000, which is EUR 1.00 per share, as dividends
to the shareholders from net profit brought forward;
* shareholders, entered into the share register of AS Merko Ehitus on 7 June
2021, at the close of the business of the settlement system, will be
entitled to dividends;
* consequently, the day of change of the rights related to the shares (ex-
date) is on 4 June 2021; from this date onwards, the person acquiring the
shares will not have the right to receive dividends for the financial year
2020.
* dividends will be paid to the shareholders on 18 June 2021 by transferring
the respective amount to the shareholder's bank account, which is linked to
the securities account;
(iii) to leave the outstanding net profit undistributed.
3. Appointment of auditor for the financial years of 2021-2022
To appoint the audit firm AS PricewaterhouseCoopers as the auditor of AS Merko
Ehitus for the financial years of 2021 and 2022 and to pay to the audit firm for
auditing as per contract to be entered into with AS PricewaterhouseCoopers.
Organisational issues
Forwarding of the voting ballot and accompanying documents
The filled in voting ballot and accompanying documents can be forwarded to the
Management Board either by e-mail or on paper. The Management Board asks the
shareholders to prefer forwarding the ballots by e-mail and signed digitally, if
possible.
If the shareholder forwards the filled in ballot to the Management Board by e-
mail:
* the ballot must be filled in and signed either digitally or by hand on
paper.
* if the ballot is filled in and signed by hand on paper, the ballot must be
scanned and forwarded by e-mail together with a copy of an identification
document (e.g. passport or identity card/ID-card) of the shareholder or the
shareholder's representative, or a copy of the page of the identification
document containing personal data (among else, the copy needs to display the
expiration date and the person's specimen signature) in order to enable
identification of the shareholder.
* if the ballot is filled in and signed digitally, no additional documents
need to be presented to enable identification of the shareholder, if
identification is possible using the digital signature itself (e.g. signing
the ballot with Estonian ID-card, mobile-ID or smart-ID).
* representative of a natural person-shareholder must also forward a suitably
prepared power of attorney either in Estonian or English in a format which
can be reproduced in writing.
* a legal representative of a legal person-shareholder must also forward 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). If the type of representation is other
than legal representation, a suitably prepared power of attorney must also
be submitted in a format which can be reproduced in writing, in addition to
the excerpt from a register. Please legalise the registration documents of a
legal person, registered in a foreign country (with the exception of
unattested power of attorney), or have them apostilled, if not provided
otherwise by an international treaty. If the excerpts from a register are in
a language other than Estonian or English, translations to either Estonian
or English by a sworn translator or an official equated to a sworn
translator must be provided. AS Merko Ehitus may also deem the shareholder's
voting right to be proven, if all the required information on the legal
person and the representative concerned are given in a notarised power of
attorney, issued to the representative in a foreign country, and the power
of attorney is recognised in Estonia.
* the ballot and accompanying documents or their copies are requested to be
forwarded to e-mail address group@merko.ee (mailto:group@merko.ee) by no
later than 5 May 2021 at 9:00 AM.
If the shareholder forwards the filled in ballot to the Management Board by
mail:
* the ballot must be filled in and signed by hand.
* together with the ballot, a copy of an identification document (e.g.
passport or identity card/ID-card) of the shareholder or the shareholder's
representative, or a copy of the page of the identification document
containing personal data must be submitted (among else, the copy needs to
display the expiration date and the person's specimen signature).
* representative of a shareholder must forward the same accompanying documents
or their copies as described above, if the ballot is presented by e-mail.
* the ballot and accompanying documents or their copies are requested to be
forwarded to the address of AS Merko Ehitus, Pärnu mnt 141, 11314 Tallinn,
Estonia, so that they arrive no later than on 5 May 2021 at 9:00 AM.
In order to assign a representative, the shareholder may use the template for
power of attorney, which is published on Merko Ehitus homepage
group.merko.ee/en/general-meeting-of-shareholders
(https://group.merko.ee/en/general-meeting-of-shareholders/) and attached to the
notice of adoption of resolutions on Nasdaq Baltic stock exchange homepage
(nasdaqbaltic.com (https://nasdaqbaltic.com/)).
Documents related to resolutions
The draft resolutions and documents related thereto, the annual report for the
financial year 2020, the auditor's report, the proposal for distribution of
profit, and the report on the activities of the Supervisory Board in the
financial year 2020, are available as attached to the stock exchange
announcement about the notice of adoption of resolutions published on Nasdaq
Baltic stock exchange homepage nasdaqbaltic.com (https://nasdaqbaltic.com/), and
on Merko Ehitus homepage (group.merko.ee/en/general-meeting-of-shareholders
(https://group.merko.ee/en/general-meeting-of-shareholders/)).
Questions related to resolutions and adoption procedure
Questions related to the resolutions and the adoption procedure may be submitted
to e-mail address group@merko.ee (mailto:group@merko.ee) until the deadline
given to the shareholders to present their position. The questions and answers
will be disclosed on Merko Ehitus homepage (group.merko.ee/en/general-meeting-
of-shareholders (https://group.merko.ee/en/general-meeting-of-shareholders/)).
Andres Trink
Chairman of the Management Board
AS Merko Ehitus
+372 650 1250
andres.trink@merko.ee (mailto:andres.trink@merko.ee)
AS Merko Ehitus (group.merko.ee (https://group.merko.ee/en/)) group consists of
AS Merko Ehitus Eesti in Estonia, SIA Merks in Latvia, UAB Merko Statyba in
Lithuania and Peritus Entreprenør AS in Norway. Besides providing construction
service as a main contractor, the group's other major area of activity is
apartment development. As at the end of 2020, the group employed 666 people, and
the group's revenue for 2020 was EUR 316 million.
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