Notice on convening annual general meeting of shareholders of AS Merko Ehitus - Seite 2

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: [e-mail]; 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.