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Notice on convening a regular meeting of shareholders of AS Merko Ehitus

Teade

Tallinn, Estonia, 2013-05-09 11:00 CEST (GLOBE NEWSWIRE) --


The Management Board of AS Merko Ehitus, registry code 11520257, seated at
Järvevana tee 9G, Tallinn, 11314, will convene a regular meeting of
shareholders of AS Merko Ehitus on Wednesday, June 5th 2013 at 14.00 at the
Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn). 

The circle of shareholders, entitled for the participation in general meeting,
will be determined as of May 29th 2013, at 23.59 o’clock. Registration of
participants of the meeting is about to be opened on June 5th 2013 at 13.30. 

Agenda of the general meeting:

1. Approval of the annual report of the year 2012 and overview of the economic
results and the prospective of the on-going year 

The Supervisory Board proposes to the shareholders to approve the annual report
of the financial year 2012 of AS Merko Ehitus and to consider the Management
Board’s overview of the economic results and prospective outlooks of the
on-going year. 

2. Proposal on distribution of profits

Supervisory Board proposes to:

(i) approve the net profit for the year 2012 as EUR 7,627,029;

(ii) pay the shareholders the total amount of EUR 5,310,000 as dividends from
net profit brought forward, which totals to EUR 0.3 per share; 

shareholders, entered into the share register of AS Merko Ehitus on June 26th
2013, at 23.59, will be entitled to dividends; 

dividends will be paid to the shareholders on July 3rd 2013 by transferring the
amount concerned to shareholder’s bank account, linked to security account; 

(iii) the outstanding net profit will not be distributed.

3. Recall of Supervisory Board member

The Supervisory Board proposes to recall Tõnu Toomik from the Supervisory Board
with the objective to appoint Tõnu Toomik as the member of the Management Board
of AS Merko Ehitus. The authorization of Tõnu Toomik, as the member of
Supervisory Board will end as at June 5th 2013. 

Organisational issues

You’re asked to submit the following for the registration of participants of
the general meeting: 

  -- Passport or ID document is required to identify natural
     persons-shareholders; a suitably prepared Proxy is also required of
     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 identification document
     of the representative; if the type of representation is other that legal
     representation, a suitably prepared Proxy must also be provided
     (authorities granted by transaction) and the representative’s passport or
     identification document. You are kindly asked to legalise the registration
     documents of a legal person, registered in a foreign country (with the
     exception of unattested proxy) or have them apostilled, if not provided
     otherwise by an international treaty. AS Merko Ehitus may 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 representative concerned are given in a notarised proxy,
     issued to the representative in a foreign country, and the proxy is
     acceptable in Estonia.

A shareholder may notify AS Merko Ehitus of appointing a representative and
having withdrawn a proxy before the general meeting, by supplying a digitally
signed proxy and other required documents by e-mail to the following address:
[email protected] or delivering the written and signed documents on paper (proxy
and other required documents) to the office of AS Merko Ehitus at Pärnu mnt 141
Delta Plaza 7th floor, Tallinn (on working days from 10.00 through 16.00) by
June 4th 2013, 16.00, as latest, using the forms published by AS Merko Ehitus
on its website at http://www.merko.ee/. It is not possible to vote
electronically or by mail at the general meeting. 

The annual report of AS Merko Ehitus for 2012 and the sworn auditor’s report
are available for inspection at the website of NASDAQ OMX Tallinn Stock
Exchange at http://www.nasdaqomxbaltic.com. 

Documents related to the regular meeting of shareholders of AS Merko Ehitus,
including draft resolutions, annual report for the financial year 2012, sworn
auditor’s report and proposal for distribution of profits and written report,
drawn up for the annual report by the Supervisory Board, are available for
inspection as of May 13th 2013 at the website of AS Merko Ehitus at
http://www.merko.ee/ or on working days at 10.00-16.00 at Pärnu mnt 141 Delta
Plaza 7th floor, Tallinn. Questions concerning the agenda of the regular
meeting can be asked by sending them to the e-mail address [email protected].
Questions and answers will be disclosed at the website of AS Merko Ehitus on
Internet. 

Shareholders are entitled to be provided information concerning the business of
AS Merko Ehitus from the Management Board at the regular meeting. The
Management Board may refuse from giving the information, if there is a good
reason to believe that this may cause material damage to the interests of the
public limited company. Should the Management Board refuse from granting the
information, the shareholder concerned may demand the regular meeting to adopt
a decision, regarding the legitimacy of his/her demand, or file an application
for proceedings on application to the court to demand the Management Board to
supply the information. 

Shareholders, holding shares, which represent at least 1/20 of the share
capital of AS Merko Ehitus, may submit a draft resolution of each item on the
agenda to the public limited company no later than 3 days prior to the general
meeting, that is, until June 2nd 2013, submitting it in writing to the
following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 11314
Tallinn. 

Shareholders, holding shares, which represent at least 1/20 of the share
capital of AS Merko Ehitus, may demand that additional items are added to the
agenda of the general meeting, provided that such a request has been submitted
in writing at least 15 days prior to the general meeting, that is, until May
21st 2013, to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza
7th floor, 11314 Tallinn. 


Andres Trink
Chairman of the Management Board
650 1250
[email protected]