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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 Wednesday,  8 May 2024 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  30 April  2024 at  close  of  the  business  of the settlement system.
Registration  of participants  of the  meeting will  be opened  on 8 May 2024 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
group@merko.ee (mailto:group@merko.ee) by no later than on 7 May 2024 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 2023
The  Supervisory Board  proposes to  approve the  annual report of the financial
year 2023 of AS Merko Ehitus.

2. Distribution of profits
The Supervisory Board proposes to:
(i)     approve the net profit for the financial year 2023 as EUR 46,048,325;
(ii)     to pay a total of 23,010,000 euros  as dividends from the net profit of
previous periods, which is 1.30 euros per share;
-  shareholders entered  into the  share register  of AS  Merko Ehitus as of the
close  of the business of the settlement system on 10 June 2024 will be entitled
to dividends;
- respectively, the date of the change of the rights attached to the shares (ex-
date)  is set to  7 June 2024; from that date  onwards, the person acquiring the
shares is not entitled to receive dividends for the financial year 2023;
-  dividends will  be paid  to shareholders  on 21 June 2024 by transferring the
corresponding
amount to the shareholder's current account linked to the securities account;
(iii)   leave the rest of the net profit undistributed.

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:  group@merko.ee  (mailto:group@merko.ee);  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  7 May  2024 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 2023 and the
auditor's report 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 2023,
auditor's  report, proposal for distribution of profit, report on the activities
of  the Supervisory Board in  the financial year 2023, and  the procedure of the
organisation of the electronic voting as determined by the Management Board, are
available  starting  from  9 April  2024 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 group@merko.ee
(mailto:group@merko.ee).  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 5
May  2024, 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 23 April 2024, 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
ivo.volkov@merko.ee (mailto:ivo.volkov@merko.ee)

AS  Merko Ehitus  (group.merko.ee (https://group.merko.ee/en/))  group companies
develop  real estate  and construct  buildings and  infrastructure. We  create a
better  living environment and build the  future. We operate in Estonia, Latvia,
Lithuania  and Norway. As at the end of 2023, the group employed 635 people, and
the group's revenue for 2023 was EUR 466 million.