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Pealkiri

Notice on convening the Annual General Meeting of shareholders of AS Merko Ehitus

Teade

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,  15 May 2025 at  10.00 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  7 May  2025 at  close  of  the  business  of  the  settlement  system.
Registration  of participants  of the  meeting will  be opened on 15 May 2025 at
9.30.
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  practical  to  vote  on  draft  decisions
electronically before the general meeting and to avoid traveling to and from the
meeting.

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  14 May 2025 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 2024

The  Supervisory Board  proposes to  approve the  annual report of the financial
year 2024 of AS Merko Ehitus.

 1. Distribution of profits

The Supervisory Board proposes to:

  i. approve the net profit for the financial year 2024 as EUR 64,667,471;
 ii. to pay a total of 33,630,000 euros as dividends from the net profit of
     previous periods, which is 1.90 euros per share or 52% of net profit and is
     in line with the long-term dividend policy of paying dividends of 50-70% of
     the previous year's net profit;

-  shareholders entered  into the  share register  of AS  Merko Ehitus as of the
close  of the business of the settlement  system on 30 May 2025 will be entitled
to dividends;
- respectively, the date of the change of the rights attached to the shares (ex-
date)  is set to 28 May  2025; from that date onwards,  the person acquiring the
shares is not entitled to receive dividends for the financial year 2024;
-  dividends will  be paid  to shareholders  on 2 June  2025 by transferring the
respective  amount to a  current account linked  to the shareholder's securities
account;

 i. leave the rest of the net profit undistributed.

 1. 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 06.05.2026;
 ii. to elect Kristina Siimar as the member of the Supervisory Board, for a term
     of office until 16 May 2028 (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  14 May 2025 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 2024 and the
auditor's  reports 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 2024,
auditor's reports, proposal for distribution of profit, report on the activities
of  the Supervisory Board in  the financial year 2024, and  the procedure of the
organisation of the electronic voting as determined by the Management Board, are
available  starting  from  14 April  2025 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
12 May 2025, 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 30 April 2025, to the
following address: AS Merko Ehitus, Järvevana tee 9g, 11314 Tallinn.

Ivo Volkov
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
construct  buildings and  infrastructure and  develop real  estate. We  create a
better  living environment and build the  future. We operate in Estonia, Latvia,
and  Lithuania. As at  the end  of 2024, the  group employed 605 people, and the
group's revenue for 2024 was EUR 539 million.