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MRK: RESOLUTIONS OF THE REGULAR GENERAL MEETING

Spekuliantai.lt | 2010-06-03 | NASDAQ OMX biržų naujienos | perskaitė: 1220
Raktiniai žodžiai: Merko Ehitus AS, MRK
MRK: RESOLUTIONS OF THE REGULAR GENERAL MEETING

Merko Ehitus Minutes of annual general meeting 03.06.2010

RESOLUTIONS OF THE REGULAR GENERAL MEETING

Resolutions of the regular general meeting of AS Merko Ehitus held on 3 June
2010:

1. Endorsement of the annual accounts for 2009
The general meeting of shareholders decided to approve the annual accounts of
AS Merko Ehitus for 2009.

2. Decision regarding the distribution of profits
The general meeting of shareholders decided to approve the proposal on
distribution of profits as follows:

(i) endorse the net profit for the year 2009 as 116 166 133 Estonian kroons;

(ii) pay the shareholders the total amount of 194.7 million Estonian kroons as
dividends from net profit brought forward, which totals to 11 Estonian kroons
per share;

shareholders, entered into the share register of AS Merko Ehitus on June 17th
2010, at 23.59, will be entitled to dividends;

dividends will be paid to the shareholders on June 21st 2010 by transferring
the amount concerned to shareholder's bank account, linked to security account;

(iii) the outstanding net profit will not be distributed.

3. Modification of Articles of Association
The general meeting of shareholders decided to approve the modifications of
Articles 18, 19, 26 and 27 of the Articles of Association of AS Merko Ehitus.

It was decided to modify Article 18 as follows: "18. The Management Board shall
send a notice, by registered mail, to shareholders, using the address
registered in the share register. If the number of shareholders of the public
limited company exceeds the limit, provided by law, there is no need to send
the shareholders summons; however, the notice on regular meeting shall be
published in at least one national daily newspaper and, for a public limited
company, registered on stock exchange, also by using methods, which shall grant
prompt access thereto, using means of communication, which would allow
efficient distribution of the information concerned to the public anywhere in
the European Union.“

It was decided to modify Article 19 as follows: "19. At least three weeks
advance notice is required for convening both regular and extraordinary meeting
of shareholders.“

It was decided to modify Article 26 as follows: "26. The Supervisory Board
shall give orders to the Management Board for the organisation of the
management of the Company. The consent of the Supervisory Board is
required by the Management Board for concluding transactions, which are beyond
regular economic activities, in the name of the Company. The consent of
the Supervisory Board is required by the Management Board for concluding
transactions, which involve:
26.1. making investments into new spheres of business and making investments,
which exceed the amounts, allocated for investment purposes in the budged for
the financial year and for every investment, having the value above 3,000,000
Euros; or
26.2. for commencing and winding up business in other countries, including the
establishment or acquisition of trading companies, subsidiaries or permanent
places of business and winding them up, closing or transferring of; or
26.3. establishment, transfer or winding up of a subsidiary with a share
capital or equity above 500,000 Euros; or
26.4. acquisition or transfer of minority participation in companies, not
involved immediately in the main business; or
26.5. transfer of a registered immovable, of the value of the transaction is
above 3,000,000 Euros; or
26.6. granting loans to any third parties or securing the commitments of any
third parties, except in cases where the loan amount does not exceed 3,000,000
Euros; and
26.6.1 the entity being granted a loan or whose commitments are secured is the
Company's subsidiary or related company; or
26.6.2 the loan concerned is granted to fund construction works, conducted by
the Company, and the loan is secured with a mortgage, established on the
registered immovable, serving as the location of a building, built as the
result of construction works, financed with the granted, in the favour of the
Company.“

It was decided to modify Article 27 as follows: "27. The provisions of Article
317, section 1, sub-sections 1-7 shall not be applied to the identification of
economic transactions, beyond regular economic activities.“

The modifications of Articles of Association will become effective as of being
registered in the Commercial Register.

4. Removal of a member of the Supervisory Board
The general meeting of shareholders decided to remove Mr. Jaan Mäe from the
position of a member of the Supervisory Board, due to him being elected to the
Management Board of AS Merko Ehitus.

5. Approval of auditor appointed for the financial year 2010
The general meeting of shareholders decided to approve the company of auditors,
AS PricewaterhouseCoopers, as the auditor of AS Merko Ehitus in the financial
year 2010 and the company of auditors will be paid the fees, stipulated in the
contract to be concluded.

6. The strategy of AS Merko Ehitus Group for 2010-2015
The Management Board introduced the strategy of AS Merko Ehitus for the
2010-2015 planning period. The general meeting of shareholders decided to
appraise the information, disclosed under the item of agenda, and not adopt any
resolutions.

1 EUR = 15.6466 EEK

Alar Lagus
Member of the Management Board
+372 6 805 109
[email protected]

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