Market announcement

Title

Notice of adoption of resolutions of shareholders of AS Merko Ehitus without convening a general meeting

Message

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 [email protected] (mailto:[email protected]) 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  [email protected]  (mailto:[email protected])  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
[email protected] (mailto:[email protected])

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.