Merko Ehitus: Adoption of resolutions of shareholders

Merko EhitusThe Management Board of AS Merko Ehitus, registry code 11520257, seated at Järvevana tee 9G, Tallinn, 11314 (hereinafter – “Company”), proposed to the shareholders to adopt resolutions without convening a general meeting. The notice of adoption of resolutions without convening a general meeting was published on 7 April 2021 in the stock exchange information system (https://www.nasdaqbaltic.com/statistics/et/news/319655) and on the Company’s homepage (https://group.merko.ee/en/general-meeting-of-shareholders/agm-2021/), as well as in the 9 April 2021 issue of newspaper “Postimees”.

20 shareholders of the Company cast their votes by the deadline of 5 May 2021 9:00 AM Estonian time. Their votes represent 12,855,401 votes out of the 17,700,000 shares represented by votes of the Company, i.e. 72.63% of all the shares represented by votes. If a shareholder did not give notice of whether they are in favour of or opposed to the resolution by the aforementioned deadline, it was deemed that they voted against the resolution (§ 2991 subsection 2 of the Commercial Code) and these votes are recorded as opposing votes in the record of voting.

On 5 May 2021, the shareholders of the Company adopted the following resolutions:

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.
The resolution was passed with a 72.63% majority.

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.
The resolution was passed with a 72.63% majority.

3. Appointment of auditor for the financial years of 2021-2022
To appoint the audit firm AS PricewaterhouseCoopers as the auditor of AS Merko Ehitus for the financial years of 2021 and 2022 and to pay to the audit firm for auditing as per contract to be entered into with AS PricewaterhouseCoopers.
The resolution was passed with a 72.63% majority.

The record of voting of the resolutions of shareholders is published on the Company’s homepage (https://group.merko.ee/en/general-meeting-of-shareholders/agm-2021/).

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