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Notice on convening annual general meeting of shareholders of AS Merko Ehitus

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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, 6 May 2020 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 29 April 2020 at close of the business of the settlement system.
Registration of participants of the meeting will be opened on 6 May 2019 at
09.30.

The Management Board asks the shareholders to consider that due to the COVID-19
pandemic caused by the novel coronavirus it is advisable to minimize the extent
of and participation in physical gatherings. Therefore, the Management Board
urges the shareholders to vote on the draft resolutions prepared in respect to
the items on the agenda of the general meeting using electronic means prior to
the general meeting, and not to participate the general meeting in person.

The general meeting proceedings will be limited to voting on the draft
resolutions, the Management Board will not be providing an overview of the past
financial year nor the outlook.

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 the website of Nasdaq Baltic stock exchange (https://nasdaqbaltic.com/)
as well as of Merko Ehitus (https://group.merko.ee/). 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 5 May 2020 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.

In order to protect the participants of the general meeting, the Management
Board affirms that appropriate measures will be taken on the site of the meeting
to minimize the possibility of spreading the coronavirus. The meeting shall take
place in a sufficiently large room so that the participants shall not have to be
closer than 2 metres to one another. In addition, appropriate disinfectants and
personal protective equipment shall be provided on site of the meeting. We will
update the measures to be taken as needed according to the overall situation and
possible societal restrictions at the time of the meeting.

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 2019

The Supervisory Board proposes to approve the annual report of the financial
year 2019 of AS Merko Ehitus.

2. Distribution of profits

The Supervisory Board proposes to:
(i) approve the net profit for the financial year 2019 as EUR 16,269,700;
(ii) leave the net profit undistributed and to allocate the net profit of the
financial year 2019 to retained earnings.

3. Deciding on the number of members of the Supervisory Board

Pursuant to the Articles of Association of AS Merko Ehitus, the Supervisory
Board of the company has 3 to 5 members. The Supervisory Board proposes to
decide that the Supervisory Board will have 3 (three) members who will be
elected for the term of next 3 (three) years.

4. Extension of powers of members of the Supervisory Board

The Supervisory Board proposes to:
(i) extend the terms of office of current members of the Supervisory Board,
Toomas Annus, Teet Roopalu and Indrek Neivelt, until 6 May 2023, i.e. for a
period of three years from the moment of deciding the extension;
(ii) continue remuneration of members of the Supervisory Board based on terms
and conditions approved at special general meeting of shareholders of AS Merko
Ehitus, held on 31 October 2008.

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 Eesti, a subsidiary of AS Merko Ehitus, at
Järvevana road 9g, Tallinn (on working days from 10:00 through 16:00) by no
later than 5 May 2020 at 16:00, using the forms attached to the notice on
convening the general meeting both on the website of Nasdaq Baltic stock
exchange (https://nasdaqbaltic.com/) as well as of Merko Ehitus
(https://group.merko.ee/). 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 2019 and the
auditor's report are available at the website of Nasdaq Baltic stock exchange at
https://nasdaqbaltic.com/ and the group's website at https://group.merko.ee/.

Documents related to the annual general meeting of shareholders of AS Merko
Ehitus, including draft resolutions, annual report for the financial year 2019,
auditor's report, proposal for distribution of profit, report on the activities
of the Supervisory Board in the financial year 2019, and the procedure of the
organisation of the electronic voting as determined by the Management Board, are
available starting from 9 April 2020 at the website of AS Merko Ehitus at
https://group.merko.ee/ or on working days at 10:00-16:00 at the office of AS
Merko Ehitus Eesti, a subsidiary of AS Merko Ehitus, at Järvevana road 9g,
Tallinn. Questions concerning the agenda of the annual general meeting can be
sent to the e-mail address [email protected] (mailto:[email protected]). The questions
and answers will be disclosed on the website of AS Merko Ehitus
(https://group.merko.ee/).

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 3
May 2020, 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 21 April 2019, to the
following address: AS Merko Ehitus, Järvevana tee 9g, 11314 Tallinn.

Andres Trink
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 consists of
AS Merko Ehitus Eesti in Estonia, SIA Merks in Latvia, UAB Merko Statyba in
Lithuania and Peritus Entreprenør AS in Norway. Besides providing construction
service as a main contractor, the group's other major area of activity is
apartment development. As at the end of 2019, the group employed 694 people, and
the group's revenue for 2019 was EUR 327 million.