Market announcement

Title

Resolutions of the annual general meeting

Message

Tallinn, Estonia, 2016-04-27 10:03 CEST (GLOBE NEWSWIRE) --




The general meeting of shareholders of AS Merko Ehitus was held on April 27th
2016 and the following decisions were made: 



1. Approval of the annual report of the year 2015 and overview of the financial
results and the prospective of the on-going year 

The general meeting of shareholders decided to approve the annual report of the
year 2015 and take note of the Management Board’s overview of the financial
results and prospective outlooks of the on-going year. 



2. Decision on distribution of profits and reserve capital

The general meeting of shareholders decided to:

  1. approve the net profit for the year 2015 as EUR 9,999,830;
  2. pay the shareholders the total amount of EUR 9,027,000 as dividends from
     net profit brought forward, which totals to EUR 0.51 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;

  1. the outstanding net profit will not be distributed
  2. transfer to retained earnings the amount of 407,100 euros that exceeds the
     statutory reserve due to the share capital reduction effective 14 August
     2015.



3. Decision on 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 general
meeting of shareholders decided to amend the articles of association of AS
Merko Ehitus as follows: 

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 2015 annual yearbook of AS Merko Ehitus and the presentation used by the
Mangement Board at the general meeting of shareholders are enclosed to the
current announcement. The latter is also available in a special section of our
website, http://merko.ee/agm-2016-eng. 



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.