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Resolutions of the annual general meeting and change in the Management Board

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The  annual general meeting of shareholders of AS Merko Ehitus, held on 28 April
2026, adopted the resolutions on the announced agenda items as set out below.

1.         Approval of the annual report for 2025
To approve the annual report of AS Merko Ehitus for the financial year 2025.

2.    Distribution of 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
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
(i)    To approve the number of members of the Supervisory Board as 4 (four)
until 06.05.2028;
(ii)    It was decided 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

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
(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.

Based on the decision of the shareholders' meeting to elect Tõnu Toomik, among
others, as a member of the company's Supervisory Board, Tõnu Toomik has decided
to withdraw from the company's Management Board as of 05.05.2026.

Ivo Volkov
Chairman of the Management Board
AS Merko Ehitus
Phone: +372 650 1250
e-mail: [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.