Market announcement

Title

Notice on convening a regular meeting of shareholders of AS Merko Ehitus

Message

Tallinn, Estonia, 2011-06-06 07:01 CEST (GLOBE NEWSWIRE) --


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 Tuesday, June 28th 2011 at 14.00 at the
Arcturus conference hall of Nordic Hotel Forum (Viru väljak 3, Tallinn). 

The circle of shareholders, entitled for the participation in general meeting,
will be determined as of June 21st 2011, at 23.59 o'clock. Registration of
participants of the meeting is about to be opened on June 28th 2011 at 13.30. 

Agenda of the general meeting:

1. Approval of the annual report of the year 2010 and overview of the economic
results and the prospective of the ongoing year 

The Supervisory Board proposes to the shareholders to approve the annual report
of the financial year 2010 of AS Merko Ehitus and to consider the Management
Board's overview of the economic results and prospective outlooks of the
ongoing year. 

2. Proposal on distribution of profits

Supervisory Board proposes to:

(i) approve the net profit for the year 2010 as 19,232,573 Estonian kroons
(1,229,185.45 Euros); 

(ii) pay the shareholders the total amount of 1,770,000 Euros (27,694,482
Estonian kroons) as dividends from net profit brought forward, which totals to
0.1 Euros (1.56 Estonian kroons) per share; 

shareholders, entered into the share register of AS Merko Ehitus on July 12th
2011, at 23.59, will be entitled to dividends; 

dividends will be paid to the shareholders on July 19th 2011 by transferring
the amount concerned to shareholder's bank account, linked to security account; 

(iii) the outstanding net profit will not be distributed.

3. Amendment of articles of association

The Supervisory Board proposes to the shareholders to amend sections 3, 4, 8
and 22 of the Articles of Association of AS Merko Ehitus for the purposes of
recalculating the share capital into Euros, taking into use of shares without
nominal value, increasing of the share capital and specification of the
Articles of Association. 

3.1 To amend section 3 and reword it as follows: “3. The minimum share capital
of the Company is 6,000,000 (six million) Euros and the maximum share capital
is 24,000,000 (twenty-four million) Euros. The size of the share capital can be
changed as per prescribed procedures. “ 

3.2 To amend section 4 and reword it as follows: “4. The Company has 17,700,000
shares without nominal value. “ 

3.3 To amend section 8 and reword it as follows: “8. Upon increasing of the
share capital, shareholders have the right to subscribe for new shares in
proportion to the sum of their shares' book value, unless otherwise is
prescribed by law. “ 

3.4 To specify section 22 and reword it as follows: “22. If the votes referred
to in section 21 of the Articles of Association are not represented at a
general meeting, the management board shall summon within three weeks but not
earlier than after 7 days a new general meeting with the same order of
business. The new general meeting has a quorum regardless of the number of
votes represented at the meeting. “ 

4. Recalculation of the share capital into Euros, taking into use of shares
without nominal value and increasing of the share capital 

In conjunction with accession of the Republic of Estonia to the euro zone on
January 1st 2011 and pursuant to amendments to the Commercial Code which
entered into force on July 1st 2010, the Supervisory Board makes the following
proposal: 

4.1. to carry out recalculation of the share capital of AS Merko Ehitus from
177,000,000 Estonian kroons to 11,312,361.79 Euros and to take into use shares
without nominal value. The share capital of AS Merko Ehitus is divided into
17,700,000 shares without nominal value; 

4.2. to increase the share capital of AS Merko Ehitus by way of bonus issue on
the account of retained profits by 687,638.21 Euros by means of increasing the
book value of shares of AS Merko Ehitus so that the new size of the share
capital will be 12,000,000 Euros. The new book value of the shares will be
0.67797 Euros. The bonus issue is based on the annual report of AS Merko Ehitus
of the year 2010 which has been approved by the general meeting of
shareholders. A list of shareholders entitled to participate in the bonus issue
shall be fixed on 12.07.2011 at 23:59. The size of the share capital and the
book value of shares is increased by way of making an entry in the commercial
register which will presumably take place prior to 20.07.2011; 

4.3. rounding of the results of recalculation of the nominal value or the size
of the share capital bear no legal meaning pursuant to this decision. 

5. Extension of powers of members of the current Supervisory Board and election
of an additional member of the Supervisory Board 

5.1. The Supervisory Board proposes to the shareholders to extend the terms of
office of members of the Supervisory Board Tõnu Toomik, Teet Roopalu, Indrek
Neivelt and Olari Taal until June 28th 2014, i.e. for a period of three years
from the moment of deciding the extension. 

5.2. The Supervisory Board proposes to the shareholders to elect Toomas Annus
an additional member of the Supervisory Board, in addition to the current
members of the Supervisory Board, whose term of office endures until June 28th
2014. 

5.3. To continue remuneration of members of the Supervisory Board, including
the new member of the Supervisory Board, based on terms and conditions approved
at general meeting of shareholders of AS Merko Ehitus, held on 31.10.2008. 

6. Decision about entry into an authorisation agreement with the new member of
the Supervisory Board 

The Supervisory Board proposes to the shareholders to grant an agreement for
entry into a contract of a Supervisory Board member between the new member of
the Supervisory Board Toomas Annus and AS Merko Ehitus on terms and conditions
similar to the ones of contracts entered into with current members of the
Supervisory Board, being guided by the terms and conditions of remuneration of
members of the Supervisory Board as approved by the shareholders, as well as by
the requirements prescribed to remuneration of members of the Supervisory Board
as described in the Commercial Code. 

7. Appointment of representative of AS Merko Ehitus for entry into a
transaction between a member of the Supervisory Board and AS Merko Ehitus 

The Supervisory Board proposes to the shareholders to appoint the chairman of
the Management Board Tiit Roben the representative of AS Merko Ehitus for entry
into the authorisation agreement referred to in section 6. 

8. Appointment of auditor for the financial year of 2011

The Supervisory Board proposes to the shareholders to appoint AS
PricewaterhouseCoopers the auditor of AS Merko Ehitus for the financial year of
2011 and to pay to the auditing company for auditing the financial year of 2011
as per contract to be entered into with AS PricewaterhouseCoopers. 

The Supervisory Board ascertains that the Supervisory Board is satisfied with
the hitherto work of AS PricewaterhouseCoopers and hence makes a proposal to
appoint the auditing company AS PricewaterhouseCoopers also for the following
period. 

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:
[email protected] 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 27th 2011, 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 report of AS Merko Ehitus for 2010 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 report for the financial year 2010, sworn auditor's report and proposal
for distribution of profits and written report, drawn up for the annual report
by the Supervisory Board, are available for inspection as of June 6th 2011 at
the website of AS Merko Ehitus at http://www.merko.ee/ or 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
[email protected]. 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 June 25th 2011, 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 June
13th 2011, to the following address: AS Merko Ehitus, Järvevana tee 9G, 11314
Tallinn. 



Alar Lagus
Member of the Management Board
6 805 109
[email protected]