Market announcement

Title

Notice on convening the annual general meeting of shareholders of AS Merko Ehitus

Message

The  Management  Board  of  AS  Merko  Ehitus, registry code 11520257, seated at
Järvevana  tee 9G, Tallinn,  11314, will convene  the annual  general meeting of
shareholders of AS Merko Ehitus on Thursday, 4 May 2023 at 13.00 at Nordic Hotel
Forum conference centre (Viru square 3, Tallinn).

The  set 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.  on  27 April  2023 at  close  of  the  business  of the settlement system.
Registration  of participants  of the  meeting will  be opened  on 4 May 2023 at
12.30.

The  total number of shares and voting rights  attached to the shares on the day
of publication of the AGM convening notice is 17,700,000.

To  advance sustainability,  it is  appropriate to  vote on draft resolutions by
electronic  means before the annual general  meeting. By avoiding driving to and
from  a meeting, you save fuel and  reduce the footprint on our environment. The
Management Board advises shareholders to behave sustainably.

In order to vote using electronic means the shareholders are to fill in a voting
ballot  - the ballot is attached to  the notice on convening the general meeting
both  on  Merko  Ehitus  page  of  the  website  of Nasdaq Baltic stock exchange
(https://nasdaqbaltic.com/statistics/en/instrument/EE3100098328/news) as well as
of  Merko Ehitus  website (https://group.merko.ee/en/investors/).  The filled in
ballot  shall be signed digitally and sent  to the Management Board by e-mail at
[email protected] (mailto:[email protected]) by no later than on 3 May 2023 at 16:00.
The  exact  procedure  of  the  organisation  of  the  electronic voting is also
attached  to the notice  on convening the  general meeting on the aforementioned
websites.

AS Riverito, the majority shareholder of AS Merko Ehitus, has let the Management
Board  know  of  their  intention  to  vote  in  favour of the draft resolutions
prepared in respect to the items on the agenda.

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 2022

The  Supervisory Board  proposes to  approve the  annual report of the financial
year 2022 of AS Merko Ehitus.

2. Distribution of profits

The Supervisory Board proposes to:
(i) approve the net profit for the financial year 2022 as EUR 34,639,747;

(ii)  to pay  a total  of 17,700,000 euros  as dividends  from the net profit of
previous periods, which is 1.00 euros per share;
-  shareholders entered  into the  share register  of AS  Merko Ehitus as of the
close  of the business of the settlement  system on 5 June 2023 will be entitled
to dividends;
- respectively, the date of the change of the rights attached to the shares (ex-
date)  is set to  2 June 2023; from that date  onwards, the person acquiring the
shares is not entitled to receive dividends for the financial year 2022;
-  dividends will  be paid  to shareholders  on 16 June 2023 by transferring the
respective  amount to a  current account linked  to the shareholder's securities
account;
(iii) leave the rest of the net profit undistributed.

3. Appointment of auditor for the financial years 2023-2025

The    Supervisory    Board    proposes   to   appoint   the   audit   firm   AS
PricewaterhouseCoopers as the auditor of AS Merko Ehitus for the financial years
of  2023 to 2025 and to pay to the audit firm for auditing as per contract to be
entered into with AS PricewaterhouseCoopers.

4. Election of the members of the Supervisory Board

The Supervisory Board proposes to:
(i) to approve the number of members of the Supervisory Board as 3 (three) until
06.05.2025;
(ii)  to elect Toomas Annus and Indrek Neivelt as the members of the Supervisory
Board,  for a term  of office from  05 May 2023 to 06 May 2026 (inclusive), i.e.
for three years.

Organisational issues
Please provide the following for the registration of participants of the general
meeting:
-  Passport or identity card (ID-card)  as identity document for natural person-
shareholders;  a  suitably  prepared  power  of  attorney  is  also required for
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  identity  card  (ID-card)  of  the
representative;   if   the   type   of   representation   is  other  than  legal
representation,  a suitably  prepared power  of attorney  must also  be provided
(authorities  granted by transaction), as  well as the representative's passport
or  identity card  (ID-card). 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. AS Merko  Ehitus may also  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 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.

A  shareholder may  notify AS  Merko Ehitus  of appointing  a representative and
having  withdrawn a power of attorney before the general meeting, by supplying a
digitally signed power of attorney and other required documents by e-mail to the
following  address:  [email protected]  (mailto:[email protected]);  or delivering the
written  and signed power of  attorney and other required  documents on paper to
the  office of AS Merko Ehitus, at  Pärnu mnt 141, Tallinn (on working days from
10:00 through  16:00) by  no  later  than  3 May  2023 at 16:00, using the forms
attached to the notice on convening the general meeting both on the Merko Ehitus
page     of     the     website     of     Nasdaq    Baltic    stock    exchange
(https://nasdaqbaltic.com/statistics/en/instrument/EE3100098328/news) as well as
of  Merko Ehitus website  (https://group.merko.ee/en/investors/). It is possible
to  vote at  the general  meeting using  electronic means  prior to  the general
meeting  in accordance with the procedure  of the organisation of the electronic
voting  as determined by the Management Board. It is not possible to vote at the
general meeting by mail.

The  annual  report  of  AS  Merko  Ehitus  for  the financial year 2022 and the
auditor's report are available on the Merko Ehitus page of the website of Nasdaq
Baltic                    stock                    exchange                   at
https://nasdaqbaltic.com/statistics/en/instrument/EE3100098328/news    and   the
group's website at https://group.merko.ee/en/investors/.

Documents  related to  the annual  general meeting  of shareholders  of AS Merko
Ehitus, including draft resolutions, annual report for the financial year 2022,
auditor's  report, proposal for distribution of profit, report on the activities
of  the Supervisory Board in  the financial year 2022, and  the procedure of the
organisation of the electronic voting as determined by the Management Board, are
available  starting  from  10 April  2023 at  the  website of AS Merko Ehitus at
https://group.merko.ee/en/investors/.  Questions  concerning  the  agenda of the
annual  general  meeting  can  be  sent  to  the  e-mail  address [email protected]
(mailto:[email protected]).  The  questions  and  answers  will be disclosed on the
website of AS Merko Ehitus (https://group.merko.ee/en/investors/).

The  shareholders have the right to receive  information on the activities of AS
Merko  Ehitus from the  Management Board at  the general meeting. The Management
Board  may refuse to give information, if there  is a basis to presume that this
may  cause  significant  damage  to  the  interests  of  the company. Should the
Management  Board refuse to provide the  information, the shareholder may demand
that the general meeting decide on the legality of the shareholder's request, or
file,  within two weeks after the general meeting,  a petition to a court by way
of  proceedings on petition  in order to  obligate the Management  Board to give
information.

Shareholders  whose shares represent at least one-twentieth of the share capital
of  AS Merko Ehitus, may submit a draft resolution of each item on the agenda to
the company no later than 3 days prior to the general meeting, that is, until 1
May  2023, submitting it in  writing to the  following address: AS Merko Ehitus,
Järvevana tee 9g, 11314 Tallinn.

Shareholders  whose shares represent at least one-twentieth of the share capital
of  AS Merko Ehitus, may demand the inclusion of additional issues on the agenda
of the general meeting if the respective demand has been submitted no later than
15 days before the general meeting is held, that is, until 19 April 2023, to the
following address: AS Merko Ehitus, Järvevana tee 9g, 11314 Tallinn.

Andres Trink
Chairman of the Management Board
AS Merko Ehitus
+372 650 1250
[email protected] (mailto:[email protected])

AS Merko Ehitus (group.merko.ee (https://group.merko.ee/en/)) group companies
develop real estate and construct buildings and infrastructure. We create a
better living environment and build the future. We operate in Estonia, Latvia,
Lithuania and Norway. As at the end of 2022, the group employed 661 people, and
the group's revenue for 2022 was EUR 410 million.