OREANDA-NEWS. April 06, 2016. The Management Board of AS MERKO EHITUS, registry code 11520257, seated at J?rvevana tee 9G, Tallinn, 11314, will convene a regular meeting of shareholders of AS MERKO EHTIUS on Wednesday, April 27th 2016 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. April 20rd 2016 at 23.59 o’clock. Registration of participants of the meeting is about to be opened on April 27th 2016 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 2015 and overview of the economic results and the prospectives

The Supervisory Board proposes to the shareholders to approve the annual report of the financial year 2015 of AS Merko Ehitus and to note the Management Board’s overview of the economic results and prospectives.

2. Distribution of profits and reserve capital

The Supervisory Board proposes to:

  1. approve the net profit for the year 2015 as EUR 12,416,623;
  2. pay the shareholders the total amount of EUR 7,257,000 as dividends from net profit brought forward, which totals to EUR 0.41 per share;
    shareholders, entered into the share register of AS Merko Ehitus on May 18th 2016, at 23.59, will be entitled to dividends;
    dividends will be paid to the shareholders on May 20th 2016 by transferring the amount concerned to shareholder’s bank account, linked to security account;
  3. the outstanding net profit will not be distributed;
  4. to transfer to retained earnings the amount of 407,100 euros that exceeds the mandatory reserve due to the share capital reduction effective 14 August 2015.

3. Amendment of articles of association

To enable electronic voting and web transmission of the general meeting, as well as for better organisation of management of AS Merko Ehitus, the supervisory board proposes the following amendments to the articles of association of AS Merko Ehitus:

To change the wording of article 21 of the AS Merko Ehitus articles of association as follows: “The general meeting may adopt resolutions if over one-half of the votes represented by shares are present. Shareholders may take part in the general meeting and exercise their rights via electronic means without being physically present at the general meeting and without appointing a representative, using electronic voting. The procedure for electronic voting shall be determined by the management board.”

To change the wording of article 25 of the AS Merko Ehitus articles of association as follows: “The supervisory board shall plan the activity of the Company and the Company’s group, organise management and perform oversight over the activity of the management board. The supervisory board shall notify the general meeting of the results of a review. The supervisory board is among other things competent to:

25.1.      approve the strategy of the Company;

25.2.      approve the Company’s 3-year development plan;

25.3.      approve the Company’s annual budget;

25.4.      approve the Company’s management structure;

25.5.      review the results of the Company’s performance;

25.6.      review and evaluate the annual report of the Company;

25.7.      decide on the conclusion of transactions and conduct of legal disputes between the Company and its management board members, as well as appoint the Company’s representative in such transactions and disputes.“

To change the wording of article 26 of the AS Merko Ehitus articles of association as follows: „The supervisory board shall give orders to the management board for the organisation of the management of the Company. The consent of the supervisory board is required by the management board for concluding transactions, which are beyond regular economic activities, in the name of the Company. The consent of the supervisory board is required for the management board to conduct transactions and approve transactions by Company’s subsidiaries if the transaction involves:

26.1.      making investments into new spheres of business and making investments, which exceed the amounts, allocated for investment purposes in the budged for the financial year and for every investment, having the value above 3,000,000 Euros; or

26.2.      for commencing and winding up business in other countries, including the establishment or acquisition of trading companies, subsidiaries or permanent places of business and winding them up, closing or transferring of; or

26.3.      establishment, transfer or winding up of a subsidiary with a share capital or equity above 500,000 Euros; or

26.4.      acquisition or transfer of minority participation in companies, not involved immediately in the main business; or

26.5.      transfer of a registered immovable, of the value of the transaction is above 3,000,000 Euros; or

26.6.      granting loans to third parties or guaranteeing the obligations of third parties, including providing guarantees, except for:

26.6.1.   granting a loan of up to 3,000,000 euros and the entity being granted a loan or whose commitments are secured is a subsidiary or affiliate of the Company;

26.6.2.   granting a loan of up to 3,000,000 euros to third parties for financing construction work, if the loan is secured by mortgage established on the registered immovable property on which buildings shall be built as a result of the relevant construction  work; 

26.6.3.   granting a loan of up to 100,000 euros.”

The supervisory board of AS Merko Ehitus shall propose to shareholders to approve the new wording of the articles of association with the abovementioned amendments.

 

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: group@merko.ee or delivering the written and signed documents on paper (proxy and other required documents) to the office of AS Merko Ehitus at P?rnu mnt 141 Delta Plaza 7th floor, Tallinn (on working days from 10.00 through 16.00) by April 26th 2016, 16.00, as latest, using the forms published by AS Merko Ehitus on its website at http://group.merko.ee/. It is not possible to vote electronically or by mail at the general meeting.

The annual report of AS Merko Ehitus for 2015 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.

Documents related to the regular meeting of shareholders of AS Merko Ehitus, including draft resolutions, annual report for the financial year 2015, chartered auditor’s report, proposals for distribution of profits, articles of association, written report, drawn up for the annual report by the Supervisory Board, are available for inspection as of April 6th 2016 at the website of AS Merko Ehitus at http://group.merko.ee/ or on working days at 10.00-16.00 at P?rnu 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 group@merko.ee. 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 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 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 April 24th 2016, submitting it in writing to the following address: AS Merko Ehitus, P?rnu 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 April 12th 2016, to the following address: AS Merko Ehitus, P?rnu mnt 141 Delta Plaza 7th floor, 11314 Tallinn.