Notice of adoption of resolutions of shareholders of AS Merko Ehitus without convening a general meeting

The Management Board of AS Merko Ehitus, registry code 11520257, seated at Järvevana tee 9G, Tallinn, 11314, proposes to the shareholders to adopt resolutions without convening a meeting in accordance with § 299¹ of the Commercial Code. The Management Board is making this proposal in order to avoid physical gatherings during the COVID-19 corona pandemic.

The shareholders have the possibility to vote in favour or opposed to the resolutions either by mail or e-mail using a voting ballot, which is published on Merko Ehitus homepage group.merko.ee/en/general-meeting-of-shareholders and attached to the notice of adoption of resolutions on Nasdaq Baltic homepage (nasdaqbaltic.com). The filled in ballot together with the documents to enable identification of the shareholder and to certify the right of representation must be forwarded to the Management Board of AS Merko Ehitus by 5 May 2021 at 9:00 AM (here and hereafter Estonian time) in accordance with the procedure specified below. If a shareholder does not give notice of whether they are in favour of or opposed to the resolution during this term, it shall be deemed that they have voted against the resolution.

The set of shareholders, entitled to adopt the resolutions, will be determined 7 days before the term by which the shareholder must present their position, i.e. 28 April 2021 at the close of the business of the Nasdaq CSD Estonia settlement system.

Merko Ehitus shall disclose the resolutions with a stock exchange announcement and on the company’s homepage no later than on 12 May 2021 in accordance with § 299¹ (6) of the Commercial Code.

No later than on 4 May 2021, the Management Board of Merko Ehitus shall publish an overview of 2020 economic results and future outlook on Merko Ehitus homepage (group.merko.ee/en/general-meeting-of-shareholders) and with a stock exchange announcement on Nasdaq Baltic homepage (nasdaqbaltic.com).

Supervisory Board approved Management Board proposals for the draft resolutions to be adopted:

1. Approval of the annual report for the financial year 2020

To approve the annual report for the financial year 2020 of AS Merko Ehitus.

2. Distribution of profits:

(i) to approve the net profit of EUR 22,993,990 for the financial year 2020;
(ii) to pay a total of EUR 17,700,000, which is EUR 1.00 per share, as dividends to the shareholders from net profit brought forward;

• shareholders, entered into the share register of AS Merko Ehitus on 7 June 2021, at the 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 on 4 June 2021; from this date onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2020.
• dividends will be paid to the shareholders on 18 June 2021 by transferring the respective amount to the shareholder’s bank account, which is linked to the securities account;

(iii) to leave the outstanding net profit undistributed.