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

Teade

The  Management  Board  of  AS  Merko  Ehitus, registry code 11520267, seated at
Järvevana  tee 9G, Tallinn,  11314, will convene  the annual  general meeting of
shareholders  of AS  Merko Ehitus  on Tuesday, 28 April  2026 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  20 April  2026 at  close  of  the  business  of the settlement system.
Registration  of participants of the meeting  will be opened on 28 April 2026 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 27 April2026 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 2025
The  Supervisory Board  proposes to  approve the  annual report of the financial
year 2025 of AS Merko Ehitus.

2.     Distribution of profits
The  Supervisory Board's proposal is to  adopt the following decisions regarding
profit:
(i)     to  approve the net profit for the  financial year 2025 in the amount of
EUR 39,918,827;
(ii)     to  pay out a total of EUR  22,125,000 as dividends from the net profit
of previous periods, which is EUR 1.25 per share;
- shareholders entered in the share register of AS Merko Ehitus as at the end of
the  business  day  of  the  settlement  system  on  13 May 2026 are entitled to
dividends;
- respectively, the date of the change of the rights attached to the shares (ex-
date) is 12 May 2026; from that date onwards, the person acquiring the shares is
not entitled to receive dividends for the financial year 2025;
-  dividends will be paid to the shareholders on 14 May 2026 by transferring the
respective  amount to  the shareholder's  bank account  linked to the securities
account;
(iii)     to leave the remaining net profit undistributed.


3.     Appointment of auditor for the financial years 2026-2027
The Supervisory Board proposes to approve the audit company Ernst & Young Baltic
AS as the auditor of AS Merko Ehitus for the financial years 2026 to 2027 and to
pay  the remuneration for auditing in accordance with the contract to be entered
into with Ernst & Young Baltic AS.

4.     Election of members of the Supervisory Board
The Supervisory Board proposes to:
(i)     to  approve the number  of members of  the Supervisory Board as 4 (four)
until 06.05.2028;
(ii)     to elect Toomas Annus, Indrek Neivelt and Tõnu Toomik as members of the
Supervisory Board, for a term of office from 5 May 2026 to 6 May 2029 inclusive,
i.e. for a term of three years.

5.          Approval of  the principles  of remuneration  of the  members of the
Management Board of AS Merko Ehitus
The  Supervisory Board proposes  to approve the  "Principles of remuneration and
control procedure for the members of the Management Board of AS Merko Ehitus".

6.     Approval of  the  goal  of  gender  balance  required  by  §135(6) of the
Securities Market Act
The Supervisory Board proposes to:
(i)     Pursuant  to §135(6)  subsection (1)  of the  Securities Market  Act, AS
Merko  Ehitus shall have a  goal: the number of  members of the underrepresented
gender  on the Supervisory Board  must be as close  as possible to 40 percent of
the  total number of members of the Supervisory Board, but not exceed 49 percent
of  it, in  accordance with  the provisions  of the  appendix to  the Securities
Market   Act  "Numerical  objectives  for  the  proportion  of  members  of  the
underrepresented  gender in the management bodies of share issuers registered in
Estonia"  for  the  Supervisory  Board  depending  on  the  total  number of its
members.;
(ii)     Pursuant to §135(6) subsection (2) of the Securities Market Act, to set
a  quantitative goal to improve the gender balance of the Management Board of AS
Merko  Ehitus in such a  way that the number  of members of the underrepresented
gender on the Management Board must be as close as possible to 40 percent of the
total  number of members of  the Management Board, but  not exceed 49 percent of
it,  in  accordance  with  the  provisions  of  the Securities Market Act, Annex
"Numerical goals for the proportion of members of the underrepresented gender in
the  management bodies  of share  issuers registered  in Estonia"  regarding the
Supervisory  Board,  but  depending  on  the  total  number  of  members  of the
Management Board.

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 27 April 2026 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.

Documents  related to  the annual  general meeting  of shareholders  of AS Merko
Ehitus, including draft resolutions, annual report for the financial year 2025,
auditor's reports, proposal for distribution of profit, report on the activities
of  the Supervisory Board in  the financial year 2025, and  the procedure of the
organisation of the electronic voting as determined by the Management Board, 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/.

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
24 April  2026, 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 12 April 2026, 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 2025, the group employed 613 people, and the
group's revenue for 2025 was EUR 311 million.