The shareholders of AS Merko Ehitus of 9G Järvevana Road, 11314 Tallinn Estonia,
are hereby invited to the annual general meeting of shareholders held on
April 30 2007 at 2:00 PM in the "Romantika" conference room of the Tallink
Spa & Conference Hotel at 11a Sadama St, Tallinn, Estonia.
Shareholders' right to attend the general meeting is determined as of
April 20 at 11:59 PM. Registration to the meeting commences on April 30 2007
at 1:30 PM.
Agenda
1. Resolution to adopt the annual report 2006;
Supervisory board proposes adopting of the annual report of AS Merko
Ehitus of the past year.
2. Resolution as to the appropriation of profit;
Supervisory board proposes adopting the following profit distribution
proposal:
(i) confirm the net profit of the financial year 2006 in the amount of
581.7 million kroons (37.2 million euro);
(ii) distribute 123.9 kroons (7.9 million euro) of the net profit as
dividends to shareholders constituting 7 kroons (0.4474 euro) as
dividend per share;
all shareholders entered in the share ledger of AS Merko Ehitus
as of May 16 2007 at 11:59 PM are entitled to dividends;
dividends shall be paid to shareholders on May 22 2007 by remitting
the respective amount to the current account tied to the shareholder's
securities account;
(iii) maintain the rest of the net profit undistributed.
3. Appointment of auditor for financial year of 2007;
Supervisory board proposes approving the auditing company
AS PricewaterhouseCoopers as the auditor of AS Merko Ehitus in 2007
and to pay them for the service pursuant to the contract.
4. Amendments in the contractual terms of service of the members of the
supervisory board regarding trade secrets, prohibition on competition,
remuneration and right to compensation for termination of contract;
Supervisory board proposes approving the amendments to the terms
of service as follows:
1) Specification of what are considered trade secrets, including a sample
list of information to be considered the trade and production secrets
of the company.
2) Specification of procedure for providing a list of competitors of the
company.
3) The supervisory board members are entitled to the following rewards:
- Chairman of the supervisory board - 0.4% of the profit of the
company, from which the respective minority interest has been
deducted;
- Member of the supervisory board - 0.35% of the profit of the
company, from which the respective minority interest has been
deducted;
The rewards are due after the approval of the financial year report
at the general shareholders meeting. Up to 75% of the abovementioned
rewards can be made as advance payment.
4) Arrange the payment of compensation for the termination of services
with members of the board as respective installments over a 12-month
period.
Upon registration the legitimate representatives of the corporate shareholders
are asked to submit documents confirming their representation right. For the
board members of a corporate body a copy of the registration card of the
company is regarded sufficient, for authorized representatives authorization
from the board or a respective substitute and a copy of the registration card
of the company are deemed sufficient. A proof of identification is required.
The individual shareholders will be asked to submit a proof of identification,
and a representative is additionally asked to submit a separate authorization.
A passport or other proof of identification containing the photograph, name,
and personal identification code of the person and the name of the issuing
state agency is deemed as a sufficient proof of identification.
The annual report 2006 (since April 13 2007) and the profit distribution
proposal documents are available for viewing on the websites of Tallinn Stock
Exchange (www.ee.omxgroup.com) and Merko Ehitus (www.merkoehitus.ee), and
also on every workday from 8:00 AM to 5:00 PM at the office of AS Merko
Ehitus, 9G Järvevana road, Tallinn, Estonia.
For any further questions concerning the general meeting, please contact us
by telephone +372 680 5105 or by e-mail merko@merko.ee.
Alar Lagus
Management Board member
+372 6 805 109