Merko Ehitus — Proxy Solicitation & Information Statement 2026

Apr 6, 2026

Notice on convening the Annual General Meeting of shareholders of AS Merko Ehitus

Notice on convening the Annual General Meeting of shareholders of AS Merko Ehitus

The Management Board of AS Merko Ehitus, registry code 11520267, seated at
Järvevana tee 9G, Tallinn, 11314, will convene the annual general meeting of
shareholders of AS Merko Ehitus on Tuesday, 28 April 2026 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 20 April 2026 at close of the business of the settlement system.
Registration of participants of the meeting will be opened on 28 April 2026 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
[email protected] (mailto:[email protected]) by no later than on 27 April2026 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 2025
   The Supervisory Board proposes to approve the annual report of the financial
   year 2025 of AS Merko Ehitus.

2. Distribution of profits
   The Supervisory Board's proposal is to adopt the following decisions regarding
   profit:
   (i) to approve the net profit for the financial year 2025 in the amount of
   EUR 39,918,827;
   (ii) to pay out a total of EUR 22,125,000 as dividends from the net profit
   of previous periods, which is EUR 1.25 per share;

3. shareholders entered in the share register of AS Merko Ehitus as at the end of
   the business day of the settlement system on 13 May 2026 are entitled to
   dividends;
4. respectively, the date of the change of the rights attached to the shares (ex-
   date) is 12 May 2026; from that date onwards, the person acquiring the shares is
   not entitled to receive dividends for the financial year 2025;

5. dividends will be paid to the shareholders on 14 May 2026 by transferring the
   respective amount to the shareholder's bank account linked to the securities
   account;
   (iii) to leave the remaining net profit undistributed.

6. Appointment of auditor for the financial years 2026-2027
   The Supervisory Board proposes to approve the audit company Ernst & Young Baltic
   AS as the auditor of AS Merko Ehitus for the financial years 2026 to 2027 and to
   pay the remuneration for auditing in accordance with the contract to be entered
   into with Ernst & Young Baltic AS.

7. Election of members of the Supervisory Board
   The Supervisory Board proposes to:
   (i) to approve the number of members of the Supervisory Board as 4 (four)
   until 06.05.2028;
   (ii) to elect Toomas Annus, Indrek Neivelt and Tõnu Toomik as members of the
   Supervisory Board, for a term of office from 5 May 2026 to 6 May 2029 inclusive,
   i.e. for a term of three years.

8. Approval of the principles of remuneration of the members of the
   Management Board of AS Merko Ehitus
   The Supervisory Board proposes to approve the "Principles of remuneration and
   control procedure for the members of the Management Board of AS Merko Ehitus".

9. Approval of the goal of gender balance required by §135(6) of the
   Securities Market Act
   The Supervisory Board proposes to:
   (i) Pursuant to §135(6) subsection (1) of the Securities Market Act, AS
   Merko Ehitus shall have a goal: the number of members of the underrepresented
   gender on the Supervisory Board must be as close as possible to 40 percent of
   the total number of members of the Supervisory Board, but not exceed 49 percent
   of it, in accordance with the provisions of the appendix to the Securities
   Market Act "Numerical objectives for the proportion of members of the
   underrepresented gender in the management bodies of share issuers registered in
   Estonia" for the Supervisory Board depending on the total number of its
   members.;
   (ii) Pursuant to §135(6) subsection (2) of the Securities Market Act, to set
   a quantitative goal to improve the gender balance of the Management Board of AS
   Merko Ehitus in such a way that the number of members of the underrepresented
   gender on the Management Board must be as close as possible to 40 percent of the
   total number of members of the Management Board, but not exceed 49 percent of
   it, in accordance with the provisions of the Securities Market Act, Annex
   "Numerical goals for the proportion of members of the underrepresented gender in
   the management bodies of share issuers registered in Estonia" regarding the
   Supervisory Board, but depending on the total number of members of the
   Management Board.

Organisational issues
Please provide the following for the registration of participants of the general
meeting:
- Passport or identity card (ID-card) as identity document for natural person-
shareholders; a suitably prepared power of attorney is also required for
representatives.
- Representatives of a legal person-shareholders are required to provide an
excerpt from an appropriate (business) register where the legal person is
registered, which identifies the individual's right to represent the shareholder
(legal representation), and passport or identity card (ID-card) of the
representative; if the type of representation is other than legal
representation, a suitably prepared power of attorney must also be provided
(authorities granted by transaction), as well as the representative's passport
or identity card (ID-card). Please legalise the registration documents of a
legal person, registered in a foreign country (with the exception of unattested
power of attorney), or have them apostilled, if not provided otherwise by an
international treaty. AS Merko Ehitus may also register shareholders, who are
legal persons registered in a foreign country, as participants of general
meeting, when all the required information on the legal person and the
representative concerned are given in a notarised power of attorney, issued to
the representative in a foreign country, and the power of attorney is recognised
in Estonia.

A shareholder may notify AS Merko Ehitus of appointing a representative and
having withdrawn a power of attorney before the general meeting, by supplying a
digitally signed power of attorney and other required documents by e-mail to the
following address: [email protected] (mailto:[email protected]); or delivering the
written and signed power of attorney and other required documents on paper to
the office of AS Merko Ehitus, at Pärnu mnt 141, Tallinn (on working days from
10:00 through 16:00) by no later than 27 April 2026 at 16:00, using the forms
attached to the notice on convening the general meeting both on the 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/). It is possible
to vote at the general meeting using electronic means prior to the general
meeting in accordance with the procedure of the organisation of the electronic
voting as determined by the Management Board. It is not possible to vote at the
general meeting by mail.

Documents related to the annual general meeting of shareholders of AS Merko
Ehitus, including draft resolutions, annual report for the financial year 2025,
auditor's reports, proposal for distribution of profit, report on the activities
of the Supervisory Board in the financial year 2025, and the procedure of the
organisation of the electronic voting as determined by the Management Board, are
available on the Merko Ehitus page of the website of Nasdaq Baltic stock
exchange at https://nasdaqbaltic.com/statistics/en/instrument/EE3100098328/news
and the group's website at https://group.merko.ee/en/investors/.

The shareholders have the right to receive information on the activities of AS
Merko Ehitus from the Management Board at the general meeting. The Management
Board may refuse to give information, if there is a basis to presume that this
may cause significant damage to the interests of the company. Should the
Management Board refuse to provide the information, the shareholder may demand
that the general meeting decide on the legality of the shareholder's request, or
file, within two weeks after the general meeting, a petition to a court by way
of proceedings on petition in order to obligate the Management Board to give
information.

Shareholders whose shares represent at least one-twentieth of the share capital
of AS Merko Ehitus, may submit a draft resolution of each item on the agenda to
the company no later than 3 days prior to the general meeting, that is, until
24 April 2026, submitting it in writing to the following address: AS Merko
Ehitus, Järvevana tee 9g, 11314 Tallinn.

Shareholders whose shares represent at least one-twentieth of the share capital
of AS Merko Ehitus, may demand the inclusion of additional issues on the agenda
of the general meeting if the respective demand has been submitted no later than
15 days before the general meeting is held, that is, until 12 April 2026, to the
following address: AS Merko Ehitus, Järvevana tee 9g, 11314 Tallinn.

Ivo Volkov
Chairman of the Management Board
AS Merko Ehitus
+372 650 1250
[email protected] (mailto:[email protected])

AS Merko Ehitus (group.merko.ee (https://group.merko.ee/en/)) group companies
construct buildings and infrastructure and develop real estate. We create a
better living environment and build the future. We operate in Estonia, Latvia,
and Lithuania. As at the end of 2025, the group employed 613 people, and the
group's revenue for 2025 was EUR 311 million.