Börsiteade

Pealkiri

Notice on convening a regular 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  a regular general meeting of
shareholders  of  AS  Merko  Ehitus  on  Wednesday,  9 May  2018 at 10.00 at the
Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn).

The  circle  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.  2 May  2018 at  close  of  the  business  of the settlement system.
Registration  of participants  of the  meeting will  be opened  on 9 May 2018 at
09.30.

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 2017 and overview of the economic
results and outlook

The  Supervisory Board proposes to the shareholders to approve the annual report
of the financial year 2017 of AS Merko Ehitus and to note the Management Board's
overview of the economic results and outlook.

2. Distribution of profits

The Supervisory Board proposes to:

  i. approve the net profit for the year 2017 as EUR 14,694,591;
 ii. pay the shareholders the total amount of EUR 17,700,000 as dividends from
     net profit brought forward, which totals to EUR 1.00 per share;

  * shareholders, entered into the share register of AS Merko Ehitus on 13 June
    2018, at 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 set to 12 June 2018; from this date onwards, the person acquiring
    the shares will not have the right to receive dividends for the financial
    year 2017.
  * dividends will be paid to the shareholders on 15 June 2018 by transferring
    the amount concerned to shareholder's bank account, linked to the security
    account;

 i. leave the outstanding net profit undistributed.

3. Appointment of auditor for the financial years of 2018-2020

Pursuant  to the  recommendation of  the audit  committee, the Supervisory Board
proposes  to appoint the audit firm  AS PricewaterhouseCoopers the auditor of AS
Merko  Ehitus for  the financial  years of  2018 through 2020 and  to pay to the
audit   firm   for  auditing  as  per  contract  to  be  entered  into  with  AS
PricewaterhouseCoopers.

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]  (mailto:[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  8 May  2018, 16.00, the  latest, using the forms
published   by   AS  Merko  Ehitus  on  its  website  at  http://group.merko.ee/
(http://group.merko.ee/en/).  It is  not possible  to vote  electronically or by
mail at the general meeting.

The annual report of AS Merko Ehitus for 2017 and the chartered auditor's report
are  available for inspection at the website of NASDAQ Tallinn Stock Exchange at
http://www.nasdaqomxbaltic.com/ or the group's website at http://group.merko.ee/
(http://group.merko.ee/en/).

Documents  related to  the regular  general meeting  of shareholders of AS Merko
Ehitus, including draft resolutions, annual report for the financial year 2017,
chartered  auditor's  report,  proposals  for  distribution  of  profit, written
report,  drawn up for the annual report  by the Supervisory Board, are available
for  inspection starting from 18 April 2018 at the website of AS Merko Ehitus at
http://group.merko.ee/   (http://group.merko.ee/en/)   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 general  meeting can be  asked by sending
them to the e-mail address [email protected] (mailto:[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 general 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 to provide the information,
the  shareholder concerned  may demand  the general  meeting to adopt a decision
regarding  the legitimacy of his/her  demand or within two  weeks of the general
meeting  occurrence file an application for proceedings on petition 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 6 May 2018, 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 24 April 2018, to
the  following address:  AS Merko  Ehitus, Pärnu  mnt 141 Delta Plaza 7th floor,
11314 Tallinn.


Andres Trink
Chairman of the Management Board
AS Merko Ehitus
+372 650 1250
[email protected] (mailto:andres.trink@mer)


Attached to this announcement is the previously published audited consolidated
annual report of AS Merko Ehitus for 2017, which has been amended by statement
of the Chairman of the Supervisory Board.


AS Merko Ehitus (group.merko.ee (http://group.merko.ee/)) group consists of
Estonia's leading construction company AS Merko Ehitus Eesti, the Latvian-
market-oriented SIA Merks, UAB Merko Statyba that is operating on the Lithuanian
market, Peritus Entreprenør AS construction company in Norway and the real
estate development business unit along with real estate holding companies. As at
the end of 2017, the group employed 757 people and the company's 2017 revenue
was EUR 317.6 million.

Attachments

  * 2017 Merko Ehitus annual report (https://prlibrary-
    eu.nasdaq.com/Resource/Download/a48116b3-d7e2-466a-b8a6-cfc6a3e0fba8)
  * 2018 04 16 Decisions of the Supervisory Board meeting of AS Merko Ehitus
    (https://prlibrary-eu.nasdaq.com/Resource/Download/0751db20-6d24-430c-a735-
    492eb8754dd0)
  * 2018 Notice on withdrawal of a proxy (https://prlibrary-
    eu.nasdaq.com/Resource/Download/ffa67ddd-2db2-4e94-b6b3-0084aa6a9433)
  * 2018 Proxy (https://prlibrary-eu.nasdaq.com/Resource/Download/0615dd80-b38d-
    43aa-9121-dcc704327327)
  * Draft resolutions of the Regular General Meeting of Shareholders 09.05.2018
    (https://prlibrary-eu.nasdaq.com/Resource/Download/a359ed1f-
    13d1-415d-9b5a-9cde76408f1f)
  * Information on shares and total number of votes, linked to the shares
    (https://prlibrary-eu.nasdaq.com/Resource/Download/1f516b9f-877a-4f36-a653-
    c07baf72cf66)