Market announcement

Title

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

Message

Tallinn, Estonia, 2016-04-05 23:01 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 EHTIUS on Wednesday, April 27th 2016 at 10.00 at the
Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn). 

The circle 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. April 20rd 2016 at 23.59 o’clock. Registration of participants of
the meeting is about to be opened on April 27th 2016 at 09.30. 



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 2015 and overview of the economic
results and the prospectives 

The Supervisory Board proposes to the shareholders to approve the annual report
of the financial year 2015 of AS Merko Ehitus and to note the Management
Board’s overview of the economic results and prospectives. 

2. Distribution of profits and reserve capital

The Supervisory Board proposes to:

  1. approve the net profit for the year 2015 as EUR 12,416,623;
  2. pay the shareholders the total amount of EUR 7,257,000 as dividends from
     net profit brought forward, which totals to EUR 0.41 per share;
     shareholders, entered into the share register of AS Merko Ehitus on May
     18th 2016, at 23.59, will be entitled to dividends;
     dividends will be paid to the shareholders on May 20th 2016 by transferring
     the amount concerned to shareholder’s bank account, linked to security
     account;
  3. the outstanding net profit will not be distributed;
  4. to transfer to retained earnings the amount of 407,100 euros that exceeds
     the mandatory reserve due to the share capital reduction effective 14
     August 2015.

3. Amendment of articles of association

To enable electronic voting and web transmission of the general meeting, as
well as for better organisation of management of AS Merko Ehitus, the
supervisory board proposes the following amendments to the articles of
association of AS Merko Ehitus: 

To change the wording of article 21 of the AS Merko Ehitus articles of
association as follows: “The general meeting may adopt resolutions if over
one-half of the votes represented by shares are present. Shareholders may take
part in the general meeting and exercise their rights via electronic means
without being physically present at the general meeting and without appointing
a representative, using electronic voting. The procedure for electronic voting
shall be determined by the management board.” 

To change the wording of article 25 of the AS Merko Ehitus articles of
association as follows: “The supervisory board shall plan the activity of the
Company and the Company’s group, organise management and perform oversight over
the activity of the management board. The supervisory board shall notify the
general meeting of the results of a review. The supervisory board is among
other things competent to: 

25.1.      approve the strategy of the Company;

25.2.      approve the Company’s 3-year development plan;

25.3.      approve the Company’s annual budget;

25.4.      approve the Company’s management structure;

25.5.      review the results of the Company’s performance;

25.6.      review and evaluate the annual report of the Company;

25.7.      decide on the conclusion of transactions and conduct of legal
disputes between the Company and its management board members, as well as
appoint the Company’s representative in such transactions and disputes.“ 

To change the wording of article 26 of the AS Merko Ehitus articles of
association as follows: „The supervisory board shall give orders to the
management board for the organisation of the management of the Company. The
consent of the supervisory board is required by the management board for
concluding transactions, which are beyond regular economic activities, in the
name of the Company. The consent of the supervisory board is required for the
management board to conduct transactions and approve transactions by Company’s
subsidiaries if the transaction involves: 

26.1.      making investments into new spheres of business and making
investments, which exceed the amounts, allocated for investment purposes in the
budged for the financial year and for every investment, having the value above
3,000,000 Euros; or 

26.2.      for commencing and winding up business in other countries, including
the establishment or acquisition of trading companies, subsidiaries or
permanent places of business and winding them up, closing or transferring of;
or 

26.3.      establishment, transfer or winding up of a subsidiary with a share
capital or equity above 500,000 Euros; or 

26.4.      acquisition or transfer of minority participation in companies, not
involved immediately in the main business; or 

26.5.      transfer of a registered immovable, of the value of the transaction
is above 3,000,000 Euros; or 

26.6.      granting loans to third parties or guaranteeing the obligations of
third parties, including providing guarantees, except for: 

26.6.1.   granting a loan of up to 3,000,000 euros and the entity being granted
a loan or whose commitments are secured is a subsidiary or affiliate of the
Company; 

26.6.2.   granting a loan of up to 3,000,000 euros to third parties for
financing construction work, if the loan is secured by mortgage established on
the registered immovable property on which buildings shall be built as a result
of the relevant construction  work; 

26.6.3.   granting a loan of up to 100,000 euros.”

The supervisory board of AS Merko Ehitus shall propose to shareholders to
approve the new wording of the articles of association with the abovementioned
amendments. 



Organisational issues

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 Pärnu mnt 141
Delta Plaza 7th floor, Tallinn (on working days from 10.00 through 16.00) by
April 26th 2016, 16.00, as latest, using the forms published by AS Merko Ehitus
on its website at http://group.merko.ee/. It is not possible to vote
electronically or by mail at the general meeting. 

The annual report of AS Merko Ehitus for 2015 and the chartered auditor’s
report are available for inspection at the website of NASDAQ Tallinn Stock
Exchange at http://www.nasdaqomxbaltic.com or the group’s website at
http://group.merko.ee. 

Documents related to the regular meeting of shareholders of AS Merko Ehitus,
including draft resolutions, annual report for the financial year 2015,
chartered auditor’s report, proposals for distribution of profits, articles of
association, written report, drawn up for the annual report by the Supervisory
Board, are available for inspection as of April 6th 2016 at the website of AS
Merko Ehitus at http://group.merko.ee/ or on working days at 10.00-16.00 at
Pärnu mnt 141 Delta Plaza 7th floor, 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 to provide the
information, the shareholder concerned may demand the general meeting to adopt
a decision regarding the legitimacy of his/her demand or within two weeks of
the general meeting occurrence 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 April 24th 2016, submitting it in writing to the
following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 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 April
12th 2016, to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza
7th floor, 11314 Tallinn. 



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



AS Merko Ehitus (group.merko.ee) consists of Estonia’s leading construction
company AS Merko Ehitus Eesti, the Latvian-market-oriented SIA Merks, UAB Merko
Statyba that is operating on the Lithuanian market and the real estate
development business unit along with real estate holding companies. As at the
end of 2015, the group employed 791 people and the company’s 2015 revenue was
EUR 251 million.