AS MERKO EHITUS

ANNOUNCEMENT

19.04.99

 

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

Minutes of the annual general meeting of shareholders (excerpt)   

In Tallinn, on 17.04.1999.

 

AGENDA:

1.	Approval of 1998 annual report

2.	Profit distribution

3.	Appointment of auditor for financial year 1999

4.	Amendments to the Articles of Association

 

10 shareholders/representatives participated in the AGM, representing a 

total of 6771602 votes. This accounted for 76.5153% of total votes 

represented with shares, thus the AGM was eligible to make resolutions. 

 

I	Approval of 1998 annual report

 

The AGM resolved: 

 

After being introduced with the 1998 financial statements, management 

report, auditor’s report and profit distribution proposal of AS Merko 

Ehitus (“Annual Report”), the AGM decided to approve the 1998 Annual 

Report of AS Merko Ehitus, as compiled by the Management Board and 

approved by the Supervisory Board.

 

Results of voting:

for:	6 771 602 votes, i.e. 10 shareholders/representatives, 100% of 

registered participants

 

II	Profit distribution

 

Based on the profit distribution proposal, to distribute the profit of 

AS Merko Ehitus as approved in the financial reports as follows:

 

(i)	to approve the net profit for the year 1998 in total amount of 38 

483 018 (thirty-eight million four hundred eighty-three thousand eighteen) EEK;

(ii)	to transfer from the 1998 net profit account to the account of 

reserve capital 1 925 000 (one million nine hundred and twenty-five thousand) EEK;

(iii)	to pay to shareholders in dividend payments a total of 7 522 500 

(seven million five hundred and twenty-two thousand five hundred) EEK, 

which is 85 (eighty-five) cents per share;

 

the shareholders registered in the AS Merko Ehitus shareholders’ 

registry as of May 5, 1999 at 8:00 AM are entitled to receive dividend payments;

 

dividends will be transferred to the shareholders current accounts 

connected with the securities accounts on May 5, 1999, based on the 

respective order of AS Merko Ehitus.

 

(iv)	not to distribute the remaining share of net profit.

 

Results of voting:

 

for:	 6 768 602 votes, 9 shareholders/representatives, 99.956% of registered participants

neutral: 3 000 votes, 1 shareholder/representative, 0.044% of registered participants

 

III	Appointment of auditor for financial year 1999

 

The 1999 financial reports of AS Merko Ehitus will be audited by Malle Rannik of Audit EA.

 

 

Results of voting:

 

for:	6 771 602 votes, i.e. 10 shareholders/representatives, 100% of registered participants

 

IV	Amendments to the Articles of Association

 

The AGM resolved to make the following amendments to the Articles of 

Association:

 

(i)	To change article 3 of the Articles of Association, and reword it as follows::

 

Article 3 	- The company’s fields of activity are: general 

construction-, renovation-, sanitary engineering-, electrical 

communication, electric- and automation works, construction 

supervision, compilation of general construction drafts without the 

right of architectural projection; expertise of the technical standing 

and constructive part of construction projects of buildings; general 

constructional conservation, restoration, renovation, internal design, 

building of technical systems and supervision of architectural mementos 

and antiquities.

 

(ii) To change article 4 of the Articles of Association, and reword it as follows::

 

Article 4	- minimum share capital of the company is 45 000 000 EEK 

(forty-five million Estonian kroons) and maximum share capital 

180 000 000 EEK (one hundred and eighty million Estonian kroons); 

changing the volume of share capital must take place in the order 

provided by law. The company’s shares are nominal shares with par value 

of 10 EEK (ten Estonian kroons).

 

(iii) To change the first sentence of article 14 of the Articles of 

Association, and reword it as follows::

 

Article 14	- the Management Board will transmit the notice of general 

meeting to the shareholders holding nominal shares.

 

 

(iv) To change article 20 of the Articles of Association, and reword it 

as follows::

 

Article 20	- The general meeting can make resolutions, only if more 

than half of votes represented by shares are present.

 

(v) To change the first sentence of article 21 of the Articles of 

Association, and reword it as follows::

 

Article 21	- in case the votes named in the present articles of the 

Articles of Association are not represented in the general meeting, the 

Management Board will convene the new general meeting to discuss the 

same agenda within three weeks, but not earlier than seven days.

 

(vi) To change the last sentence of article 22 of the Articles of 

Association, and reword it as follows:

 

Article 22	- the list will be signed by the chairman and the recorder 

of the meeting, as well as every shareholder, or its representative, 

participating in the general meeting.

 

(vii) To change article 26 of the Articles of Association, and reword it as follows::

 

Article 26	- the general meeting has made a resolution when at least 

more than half of the votes represented in the meeting are given in 

favor of it, unless the law requires otherwise.

 

(viii) To delete article 27 of the Articles of Association.

 

(ix) To add two sub-articles to article 30 of the Articles of 

Association, and reword it as follows::

 

Article 30	- increasing or reducing the share capital, provided that 

the value of net assets would thus account for at least half of the 

volume of the share capital;

- using other means, as a result of what value of net assets would 

account for at least half of the volume of the share capital.

 

(x) To change the second sentence of article 95 of the Articles of 

Association, and reword it as follows:

 

Article 95	- a share is considered to be pledged or encumbered with 

usufruct to the company as of the registration of the pledge of 

encumbrance in the shareholders register.

 

Results of voting:

for:	6 771 602 votes, i.e. 10 shareholders/representatives, 100% of 

registered participants

 

 

Ülo Metsaots

Member of the Management Board

+372 61 05 110