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

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 [e-mail] 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;