Merko Ehitus

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    Nauris Treigys
    Keymaster

    COMMENTARY FROM MANAGEMENT

    Sales revenue of Merko Ehitus for both Q4 of 2017 and the entire 12 month period outstripped the totals for the same periods last year by more than a quarter – Q4 sales revenue was EUR 102.8 million and the 12-month figure EUR 317.6 million. The last time sales revenue reached above EUR 300 million was 10 years ago. The group’s net profit was EUR 8.1 million for Q4 and EUR 14.7 million for the 12-month period. As discussed with the Supervisory Board, the Management Board proposes to pay 120% of last year’s earnings in dividends to shareholders, which makes 1 euro per share.

    The group’s revenue increased mostly because of the growth in construction contracts concluded with private sector customers in the last two years. The sales revenue increased on all of group’s home markets – in Estonia, Latvia, Lithuania and Norway. The net profit exceeded management expectations set a year ago, but it should be noted that such a strong quarterly result is not usual. A number of positive factors supported the growth of profit in the last quarter of the year, including real estate transactions of a one-time nature in Q4, the preparations for which spanned a longer period. Also, a large share of the apartments sold coincided with the last quarter, as did an improvement in the profitability of several projects. However, the profitability of providing construction services to customers is under pressure, as the construction market is still facing challenges in the rise of input prices and the lack of design development and subcontracting resources. Above all, this has an effect on the profitability of the general contracting construction companies, increases contractual risk and forces to continuously seek greater internal efficiency. This year, the volume of new orders for road and engineering works fell short of the management’s expectations and as a whole, we were unable to compete with the prices bid at public procurements.

    In Q4, Merko Ehitus sold 106 apartments, and during 12 months 392 apartments; the revenue figures were EUR 13.3 million and EUR 47.1 million, respectively (figures do not include VAT). In 2017, Merko companies launched the construction of around 500 new apartments and invested EUR 48 million into the development projects launched this year and projects already in progress. In addition, the group acquired new immovable properties in the amount of approximately EUR 9 million. The apartment market in the Baltics has generally been good, although the supply of new apartments on the market has grown and a stabilisation of the number of sales transactions has been seen for some time now. In the management’s assessment, we cannot be satisfied with the pace at which building permits and planning documents are processed, as this is keeping Merko group from bringing more development projects to market faster. Demand for Merko apartments is strong. Apartment development is a central business line for Merko Ehitus and depending on obtaining building permits, Merko Ehitus plans to invest more than EUR 50 million into this area in 2018.

    In Q4 of 2017, Merko Ehitus posted revenue of EUR 103 million, EBITDA of EUR 11.2 million, profit before taxes of EUR 10.6 million and net profit of EUR 8.1 million. 2017 sales revenue was EUR 317.6 million, EBITDA was EUR 22.2 million, profit before taxes was EUR 18.8 million and net profit was EUR 14.7 million. In the 12 months of 2017, the group entered into new contracts with a total volume of EUR 335 million and EUR 31 million in Q4, including, in Estonia, Toom-Kuninga 21 apartment building, Viimsi State Gymnasium and Tallink office building, as well as performance of additional works on the Z‑Towers complex in Latvia.

    As of 31 December 2017, Merko Ehitus had a secured order-book of EUR 344.4 million compared to EUR 269.6 million in the same period in the previous year. Among larger projects in progress in Q4 in Estonia were the construction of T1 Mall of Tallinn shopping centre, Maakri Kvartal business complex, Öpiku Maja’s building B, Noblessner residential quarter, Pärnu mnt 22 office building, expansion of Wendre production facility, and the Embassy of the People’s Republic of China. In Latvia, the larger projects in progress were Akropole and Alfa shopping centres, Z-Towers complex and Ventspils music school and concert hall; and in Lithuania, Radisson Blu Hotel Lietuva expansion, Philip Morris plant, and Rinktines Urban development project. In Norway, the biggest projects in progress in Q4 were the addition to the Blakstad hospital building and Akersgata 8 office building in Oslo.

    As discussed with the Supervisory Board, the Management Board proposes to pay EUR 17.7 million (EUR 1.0 per share) in dividends to shareholders at the expense of retained earnings; with the dividend rate for 2017 thus amounting to 120%. The management board bases the proposal to pay dividends more than the last year’s earnings and above that of the dividend policy rate mainly on the rather high equity level of the group, and modest debt level. In the light of low margins in the construction services segment, which limits the group’s profitability and return on equity, one of the group’s goals is to make the usage of shareholders’ capital more efficient. The group continues to invest in apartment development.

    OVERVIEW OF THE IV QUARTER AND 12 MONTHS RESULTS

    PROFITABILITY

    Q4 2017 net profit was EUR 8.1 million (Q4 2016: EUR 1.4 million) and net profit margin 7.9% (Q4 2016: 1.8%). Net profit in 12M 2017 was EUR 14.7 million (12M 2016: EUR 6.1 million), having increased by 91.7% compared to the same period last year Net profit margin increased to 4.6% (12M 2016: 2.4%). Profit before tax in 12M 2017 was EUR 18.8 million (12M 2016: EUR 7.3 million), which brought the profit before tax margin to 5.9% (12M 2016: 2.9%).

    REVENUE

    Q4 2017 revenue was EUR 102.8 million (Q4 2016: EUR 78.6 million) and 12M 2017 revenue was EUR 317.6 million (12M 2016: EUR 252.0 million). 12M revenue has increased by 26.0% compared to last year. The share of revenue earned outside Estonia in 12M 2017 was 39.9% (12M 2016: 29.4%).

    SECURED ORDER BOOK

    As at 31 December 2017, the group’s secured order book had grown to EUR 344.4 million (31 December 2016: EUR 269.6 million). In 12M 2017, group companies signed new contracts in the amount of EUR 334.9 million (12M 2016: EUR 202.4 million). In Q4 2017, new contracts were signed in amount of EUR 31.3 million (Q4 2016: EUR 61.9 million).

    REAL ESTATE DEVELOPMENT

    The group sold a total of 392 apartments (incl. 17 apartment in a joint ventures) in 12 months of 2017 at a total value of EUR 47.1 million (excl. VAT). During 12 months of 2016 493 apartments (incl. 21 apartment in a joint ventures) were sold at total value of EUR 56.6 million. In Q4 of 2017 a total of 106 apartments were sold (incl. 16 apartment in joint ventures) at a value of EUR 13.3 million (excl. VAT), compared to Q4 of 2016 when 225 apartments were sold (incl. 9 apartments in joint ventures) at a total value of EUR 27.0 million.

    CASH POSITION

    At the end of the reporting period, the group had EUR 39.2 million in cash and cash equivalents, and equity EUR 130.2 million (47.0% of total assets). Comparable figures as at 31 December 2016 were EUR 33.5 million and EUR 122.8 million (51.6% of total assets), respectively. As at 31 December 2017 the group had net debt of EUR 20.1 million (31 December 2016: EUR 12.5 million).

    PROPOSAL FOR DISTRIBUTION OF PROFITS

    As discussed with the Supervisory Board, the Management Board proposes to distribute to shareholders EUR 17.7 million (1 euro per share) in dividends from retained earnings in 2018. This is equivalent to a 120% dividend rate for 2017.

    12M
    2017 12M
    2016 Variance Q4
    2017 Q4
    2016 Variance
    Revenue million EUR 317.6 252.0 +26.0% 102.8 78.6 +30.8%
    EBITDA million EUR 22.2 11.2 +98.2% 11.2 2.8 +301.6%
    EBITDA margin % 7.0 4.4 10.9 3.6
    EBIT million EUR 19.5 7.7 +153.1% 10.7 1.6 +553.8%
    EBIT margin % 6.2 3.1 10.4 2.1
    Profit before tax million EUR 18.8 7.3 +157.9% 10.6 1.6 +575.8%
    PBT margin % 5.9 2.9 10.3 2.0
    Net profit (parent) million EUR 14.7 6.1 +140.0% 8.1 1.4 +477.9%
    Net profit margin % 4.6 2.4 7.9 1.8
    EPS EUR 0.83 0.35 +140.0% 0.46 0.08 +477.9%

    31.12.2017 31.12.2016 Variance
    ROE (on yearly basis) % 11.9 5.0
    Equity ratio % 47.0 51.6
    Secured order book million EUR 344.4 269.6 +27.8%
    Total assets million EUR 277.1 237.8 +16.5%
    Number of employees people 755 797 -5.3%

    Business activities

    The group business reporting is divided into three business segments: Estonian construction service, other home markets construction service and real estate development.

    Estonian construction service

    The Estonian construction service segment consists of services in the field of general construction, civil engineering, electricity, external networks and road construction, as well as concrete works and construction services on project basis in Finland.

    In the 12 months of 2017, the revenue of the Estonian construction service segment was EUR 135.2 million (12 months of 2016: EUR 122.4 million), having increased by 10.5% from the same period last year. The 12 months revenue includes revenue from Finnish projects in the amount of EUR 0.02 million (12 months of 2016: EUR 0.6 million). The increase in revenue in the segment is primarily influenced by the fact that several large-scale general construction projects launched in 2016 have continued to progress. The Estonian construction service segment revenues for 12 months 2017 were 42.6% of the group’s revenue, forming the largest proportion in the group’s revenue (2016: 48.6%).

    In this segment, the group earned an operating profit of EUR 5.9 million for 12 months (12 months of 2016: EUR 3.4 million). In 12 months of 2017, the operating profit margin of the Estonian construction service segment was 4.3%, which increased by 1.5 pp compared to the 12 months of 2016 (2.8%). The Estonian construction services market is characterised by stiff competition. The number of civil engineering projects remains small. The group is continually enhancing the efficiency of its internal project management processes, having reduced and relocated group resources in order to maintain an efficient cost base.

    Larger projects in the fourth quarter in Estonian construction service segment included the construction works of Maakri Kvartal business complex, T1 shopping centre, Öpiku office building B, Pärnu mnt 22 office building, extension works to the complex of the air traffic control centre, Embassy of the People’s Republic of China residence, extension works of Wendre production building and construction works for clean up of the residual pollution of the Maadevahe and Priimetsa asphalt concrete plant.

    On 13th June 2017, AS Vooremaa Teed, 100% subsidiary of Tallinna Teed AS, part of AS Merko Ehitus group, and Eesti Keskkonnateenused AS entered into sales and purchase agreement to dispose AS Vooremaa Teed’s road maintenance field of activity. The largest contract under disposal of the field of activity was with Estonian Road Administration signed in 2015. Under the contract, AS Vooremaa Teed performed the road and maintenance works of main roads in Viljandi county in total annual value of approximately EUR 1.8 million and with the term till 31 December 2020. The transaction was approved by Estonian Competition Authority on 21st of June 2017 and completed during 3rd quarter 2017.

    Other home markets construction service

    The other home markets construction service segment consists of general construction work in Latvia, Lithuania and Norway, as well as provision of civil engineering and electricity construction services in Latvia.

    The sales revenue of the other home markets construction service segment amounted to EUR 108.4 million in the 12 months of 2017 (12 months of 2016: EUR 52.7 million), which is 105.6% more than in the 12 months of 2016. If the other home markets construction service segment revenues of 12 months of 2016 formed 20.9% of the group’s revenue, then during 12 months of 2017, that ratio increased to 34.1%. The revenue growth has been supported mainly by major construction contracts in Latvia.

    In Latvia, Merko has gained a stronger position among general contractors than previously, which provides opportunities to grow business volumes. In Lithuania, we are continuing our strategic plan to focus on foreign customers, who make up the predominant part of the group’s Lithuanian secured order book. In Lithuania, we have also entered more widely the public procurement sphere in the field of general construction. In Norway, group has signed two major construction contracts this year, in the amount of EUR 4.3 million and EUR 6.4 million, as well as performing several smaller-scale agreements.

    The 12 months operating profit of the other home market construction service segment amounted to EUR 1.8 million (12 months of 2016: operating loss EUR 1.3 million) and the operating profit margin was 1.7% (12 months of 2016: negative 2.5%). The sales revenue of other home market construction service segment has increased by 3,4 times in Q4 compared to the same period last year and the operating profit was EUR 1.8 million (Q4 2016: operating loss EUR 0.5 million).

    In the fourth quarter of 2017, the larger ongoing projects in the other home markets construction service segment included, in Riga, the construction works of Multifunctional Centre Akropole and of Alfa Shopping Centre, finishing works of Z‑Towers complex and, in Ventspils, the construction works of music school and concert hall. In Vilnius, the larger projects were the construction works of Narbuto 5 office building, the design and construction works of Radisson Blu Hotel Lietuva extension and, in Klaipeda, the reconstruction and extension construction works of Philip Morris plant. In Norway, the larger projects included construction works for an extension of Blakstad Hospital building, and renovation and building works of Akersgata 8 office building in Oslo.

    Real estate development

    The real estate development segment includes residential real estate development and construction of joint venture projects, long-term real estate investments and commercial real estate projects in Estonia, Latvia and Lithuania. In the interests of the finest quality and maximum convenience and assurance for buyers, Merko handles all phases of development: acquisition of the real estate, planning, design of the development project, construction, sales and marketing, and warranty-period customer service.

    The group sold a total of 392 apartments (incl. 17 apartment in a joint ventures) in 12 months of 2017 at a total value of EUR 47.1 million (excl. VAT) comparing to 2016 12 months when 493 apartments (incl. 21 apartment in a joint ventures) were sold at a total value of EUR 56.6 million. In 12 months of 2017, real estate development segment revenues decreased by 3.7% compared to the same period last year. In the 12 months of 2017, the share of revenue from the real estate development segment formed 23.3% of the group’s total revenue (12 months of 2016: 30.5%). In Q4 of 2017, a total of 106 apartments were sold (incl. 16 apartment in joint ventures) at a total value of EUR 13.3 million (excl. VAT), compared to Q4 of 2016 when 225 apartments were sold (incl. 9 apartments in joint ventures) at a total value of EUR 27.0 million.

    The 12 months of 2017 operating profit of the segment amounted to EUR 13.8 million (12 months of 2016: EUR 7.5 million) and the operating profit margin was 18.6% (12 months of 2016: 9.7%), which increased by 8.9 pp compared to the same period previous year. The fourth quarter operating profit was positeively influenced by the sale of immovable assets in Estonia.

    At the end of the period, group’s inventory comprised 311 apartments where a preliminary agreement had been signed: 36 completed apartments (28 in Estonia, 5 in Latvia and 3 in Lithuania) and 275 apartments under construction (185 in Estonia, 25 in Latvia and 65 in Lithuania). The sale of these apartments had not yet been finalised and delivered to customers, because the development site is still under construction or the site was completed at the end of the reporting period and the sales transactions have not all been finalised yet.

    As at 31 December 2017, the group had a total of 317 apartments for active sale (as at 31 December 2016: 314 apartments), for which there are no pre-sale agreements and of which 96 have been completed (47 in Estonia, 44 in Latvia and 5 in Lithuania) and 221 are under construction (95 in Estonia, 71 in Latvia and 55 in Lithuania).

    In 12 months of 2017, the group launched the construction of a total of 496 new apartments in the Baltic states (12 months of 2016: 344 apartments). In the 12 months of 2017, the group has invested a total of EUR 48.4 million (12 months of 2016: EUR 53.6 million) in new development projects launched in 2017 as well as projects already in progress.

    One of group’s objectives is to keep a sufficient portfolio of land plots to ensure stable inventory of property development projects, which considers the market conditions. As at 31 December 2017, the group’s inventories included land plots with development potential, where the construction works have not started, in amount of EUR 63.6 million (31.12.2016: EUR 63.2 million).

    In the 12 months of 2017, the group purchased new land plots at an acquisition cost of EUR 9.2 million for real estate development purposes (12 months of 2016: EUR 19.1 million).

    In Q1 of 2017, the group acquired an approximately 1.5-hectare development area in Riga city centre, allowing to build nearly 350 apartments in the upcoming years.

    In Q3, the group purchased immovable properties located on the Maarjamäe limestone cliff in the Lasnamäe district of Tallinn. Considering the registered immovables in this area that were already owned by the group, there is now potential to establish more than 1,000 apartments. The development has a long-term perspective and will take place in multiple phases.

    Post balance sheet date, the group has disposed non-strategic land plots in a sales value of EUR 0.7 million.

    Secured order book

    As at 31 December 2017, the group’s secured order book amounted to EUR 344.4 million, compared to EUR 269.6 million as at 31 December 2016, having increased by 27,8% in the annual comparison. The secured order book excludes the group’s own residential development projects and construction works related to developing real estate investments.

    In 12 months of 2017, EUR 334.9 million worth of new contracts were signed, compared to EUR 202.4 million in same period 2016. The value of new contracts signed in the fourth quarter of 2017 amounted to EUR 31.3 million (Q4 2016: EUR 61.9 million).

    Of the contracts signed in the 12 months of 2017, private sector orders accounted for the majority, which is also represented in the group’s secured order book, where private sector orders from projects in progress constitute approximately 86% (31.12.2016: approximately 70%).

    Traditionally, the share of Estonian construction activity has been the highest in the group’s revenues. However, given the growth outlook of the Estonian construction market, the group’s strategic goal is to increase the volume of construction orders from outside Estonia. Thus, the group will continue to identify and strengthen its competitive advantages and monitor the development and opportunities both in the Baltic states and Nordic countries.

    Cash flows

    As at 31 December 2017, the group had cash and cash equivalents in the amount of EUR 39.2 million (31.12.2016: EUR 33.5 million). The group’s cash position is continually strong: the group has not utilised all its credit lines of existing overdrafts and loan agreements within reporting period. As at the end of the reporting period, the group entities had concluded overdraft contracts with banks in a total amount of EUR 17.5 million, of which EUR 9.5 was unused (31.12.2016: EUR 11.2 million, all of which was unused). In addition to the overdraft facilities, the company has a working capital loan facility with the limit of EUR 3.5 million (31.12.2016: EUR 3.5 million) from AS Riverito, which was not withdrawn at the end of current nor previous financial period.

    The 12 month cash flow from operating activity was negative at EUR 1.3 million (12 months of 2016: negative EUR 12.0 million), cash flow from investing activity was positive at EUR 1.0 million (12 months of 2016: negative EUR 0.6 million) and the cash flow from financing activity was negative at EUR 6.1 million (12 months of 2016: positive EUR 6.2 million). Compared to the year 2016, the cash flow from operating activities had positive impacts from increase of EBITDA EUR 22.2 million (12 months of 2016: positive EUR 11.2 million) and from the positive change of the provisions EUR 0.6 million (2016: negative change of EUR 0.5 million), while negative impacts came from change in the receivables and liabilities related to construction contracts recognised under the stage of completion method EUR 8.5 million (2016: positive change of EUR 3.7 million), and from the corporate income tax paid on dividends EUR 1.3 million (2016: negative change EUR 1.7 million).

    To support cash flows from operating activities, the group has judiciously raised additional external capital. At the same time, the debt ratio has remained at a moderate level (21.4% as at 31.12.2017; 19.3% as at 31.12.2016).

    Cash flows from investing activities include negative cash flow from the acquisition of non-current assets in the amount of EUR 1.4 million (12 months of 2016: EUR 3.0 million) and positive cash flow from the sale of non-current assets in the amount of EUR 1.9 million (12 months of 2016: EUR 1.1 million). The acquisitions and disposals of non-current assets was made in the road construction activity.

    The largest negative items in cash flows from financing activities were the dividend payment of EUR 7.3 million (12 months of 2016: EUR 9.0 million) and finance lease principal repayments in amount of EUR 0.8 million (12 months of 2016: EUR 0,9 million). The positive net effect of EUR 14.3 million (12 months of 2016: positive net effect in amount EUR 16.0 million) to cash flow from financing activities came from the loans received and loans repaid in connection with acquisitions of immovable properties, as well as financing of construction costs of development projects.

    The Q4 2017 cash flow from operating activity was positive at EUR 8.9 million (Q4 2016: negative EUR 0.9 million), which was significantly affected by the disposal of immovable properties in the Q4. The cash flow from investing activity was positive at EUR 0.2 million (Q4 2016: negative EUR 0.6 million) and the cash flow from financing activity was positive at EUR 11.6 million (Q4 2016: positive EUR 14.2 million).

    The quarterly cash flow from financing activities was mainly influenced by the net change in loans drawn for financing the construction costs of real estate development projects.

    Dividends and dividend policy

    The distribution of dividends to the shareholders of the company is recorded as a liability in the financial statements as of the moment when the payment of dividends is approved by the company’s shareholders.

    According to the current dividends policy the objective is paying the shareholders 50-70% of the annual profit.

    The annual general meeting of shareholders of AS Merko Ehitus held at 28 April 2017 approved the Supervisory Board’s proposal to pay the shareholders the total amount of EUR 7.3 million (EUR 0.41 per share) as dividends from net profit brought forward, which is equivalent to a 119% dividend rate and a 4.5% dividend yield for the year 2016 (using the share price as at 31 December 2016). Comparable figures in 2015 were accordingly: EUR 9.0 million (EUR 0.51 per share) as dividends, which is equivalent to a 90% dividend rate and a 6.0% dividend yield (using the share price as at 31 December 2015).

    According to the Estonian Income Tax Law section 50 subsection 11, AS Merko Ehitus can pay dividends, without any additional income tax expense and liabilities occurring, up to the amount it has received dividends from subsidiaries, which are resident companies of a Contracting State of the EEA Agreement subject to that state’s income tax legislation. Taking into account the dividends already paid to the parent company by the subsidiaries during 2017, the group incurred additional income tax expense in connection with the disbursement of dividends of EUR 0.9 million (Q2 2016: EUR 0.6 million) in Estonia, in the second quarter of 2017.The dividend payment to the shareholders took place on 26 May 2017.

    As discussed with the Supervisory Board, the Management Board proposes to pay the shareholders EUR 17.7 million as dividends from net profits brought forward (EUR 1.00 per share) in 2018, which is equivalent to a 120% dividend rate and a 11.4% dividend yield for the year 2017 (using the share price as at 31 December 2017). Taking into account the dividends already paid to the parent company and planned to be paid by foreign subsidiaries in early 2018, the group will not incur income tax expenses arising in 2018 in Estonia in connection with disbursement of dividends.

    Attachments:
    Merko_Ehitus_2017_12M_and Q4 results_presentation.pdf
    Merko_Ehitus_2017_12M interim_report.pdf

    #312712 Reply

    Nauris Treigys
    Keymaster

    UAB Merko statyba, part of AS Merko Ehitus group, has started Basteja Life residential development project, located in the old town of Vilnius. The 3-storey apartment building at Strazdelio str. 5 will be completed by the end of 2019.

    The 3-storey mansard roof apartment building (www.bastejalife.lt) has 75 apartments and 87 underground parking spaces, two interior courtyards and a cosy inner street with an old-town-style pavement. The apartments of energy class A building have heat exchange forced air ventilation system, floor heating and high-quality soundproofing against interior and external noises. The architect of the building is Palekas Architects Studio, headed by Mr. Rolandas Palekas. The size of the apartments varies from 32 to 133 square metres and the price per square metre ranges from 2,500 to 4,500 euros.

    To ensure the best quality and convenience for home buyers, Merko manages all phases of the development: planning, design, construction, sales and service during the warranty period.

    Additional information: UAB Merko statyba, General director Mr. Saulius Putrimas, phone: +370 682 34742.

    Attachments:
    Basteja Life 1.jpg
    Basteja Life 2.jpg

    #312947 Reply

    Nauris Treigys
    Keymaster

    AS Merko Ehitus Eesti, part of AS Merko Ehitus group, has started the construction of Rand residential development project, located at Suur-Patarei 20 in Tallinn. The development project comprises three new residential buildings and reconstruction of a historical building in the courtyard. The complex with total of 31 apartments and 6 commercial premises will be completed in autumn 2019.

    Rand residential buildings (merko.ee/rand/en) are located by the sea between the streets of Suur-Patarei and Kalaranna, close to fast-developing districts of Tallinn City Hall and Noblessner harbour.

    The energy class B residential buildings have floor heating and heat exchange forced air ventilation system. Car park will be built on an underground level. Private green areas and common play area will be created in the interior courtyards.

    The size of the apartments ranges between 57–298 square metres and the price per square metre ranges from 2,900 to 4,500 euros.

    The architecture of Rand residential project is authored by architectural design office Kadarik Tüür Arhitektid.

    AS Merko Ehitus Eesti (www.merko.ee) is Estonian leading construction company, which offers construction services in general construction, civil engineering, road, electrical and residential construction. To ensure the best quality and convenience for home buyers, Merko manages all phases of the development: planning, design, construction, sales and service during the warranty period.

    Attachments:
    Rand 1.jpg
    Rand 2.jpg

    #313234 Reply

    Nauris Treigys
    Keymaster

    AS Merko Ehitus Eesti, part of AS Merko Ehitus group, has started the construction of Tähepargi residential development project, located at Öö 3 and Pargi 19 in Tartu. The development project comprises seven residential buildings. Four buildings will be completed in spring 2019 and the rest in 2020.

    Tähepargi energy class B residential buildings (merko.ee/tahepargi/en) have 2–3 storeys and 6–7 apartments in each building. Car park will be built on an underground level. Green areas and a children’s play area will be created in the courtyards of the quarter.

    The size of the apartments ranges between 39–109 square metres and the price per square metre ranges from 2,570 to 3,180 euros.

    The architecture of Tähepargi residential project is authored by Anu Tammemägi.

    AS Merko Ehitus Eesti (www.merko.ee) is Estonian leading construction company, which offers construction services in general construction, civil engineering, road, electrical and residential construction. To ensure the best quality and convenience for home buyers, Merko manages all phases of the development: planning, design, construction, sales and service during the warranty period.

    Additional information: Mr. Juhan Varik, Head of South Estonia Division of Merko Ehitus Eesti, phone +372 680 5105.

    Attachments:Tahepargi_1.jpg

    #313707 Reply

    Nauris Treigys
    Keymaster

    On 29 March 2018, AS Merko Infra, part of AS Merko Ehitus group, and Saaremaa Municipality entered into a contract for the design and construction of Kuressaare town centre.

    As part of the contract, utility networks, street lighting and pavement of the town square will be renewed, as well as market building, meat store and fountain built; a new terrace will be added to Kuressaare town hall and public toilets established.

    The contract value is approximately EUR 3.5 million, plus value added tax. The construction works will start in early summer of 2018 and they are scheduled to be completed in September 2019.

    #313823 Reply

    Nauris Treigys
    Keymaster

    On 2 April 2018, AS Merko Ehitus Eesti, part of AS Merko Ehitus group, and OÜ Hansa Hotell entered into a contract for the construction of the second stage of an office building, located at Sadama 9, Tallinn. This is a continuation of a contract signed on 23 October 2017 by which AS Merko Ehitus Eesti has conducted construction services for the first stage of that office building.

    The contract value of the second stage is approximately EUR 4 million, plus value added tax. The building is scheduled to be completed in March 2019.

    #313824 Reply

    Nauris Treigys
    Keymaster

    AS Merko Ehitus consolidated audited financial results for 2017 remain unchanged compared to the preliminary disclosure on 8 February 2018: revenue was EUR 317.6 million and net profit EUR 14.7 million.

    AS Merko Ehitus audited annual report for 2017 is attached to this announcement and made available on NASDAQ Tallinn and AS Merko Ehitus website group.merko.ee.

    Attachments:
    2017 Merko Ehitus annual report.pdf

    #314066 Reply

    Nauris Treigys
    Keymaster

    On 10 April 2018, AS Merko Ehitus Eesti, part of AS Merko Ehitus group, and Fausto Capital OÜ entered into a contract for the construction of the first stage of an office building, located at Tartu mnt 80, Tallinn.

    The contract value is approximately EUR 3.8 million, plus value added tax. The construction works will start in April 2018 and they are scheduled to be completed in July 2019.

    #314248 Reply

    Nauris Treigys
    Keymaster

    The Management Board of AS Merko Ehitus, registry code 11520257, seated at Järvevana tee 9G, Tallinn, 11314, will convene a regular general meeting of shareholders of AS Merko Ehitus on Wednesday, 9 May 2018 at 10.00 at the Arcturus conference hall of Nordic Hotel Forum (Viru square 3, Tallinn).

    The circle 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. 2 May 2018 at close of the business of the settlement system. Registration of participants of the meeting will be opened on 9 May 2018 at 09.30.

    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 2017 and overview of the economic results and outlook

    The Supervisory Board proposes to the shareholders to approve the annual report of the financial year 2017 of AS Merko Ehitus and to note the Management Board’s overview of the economic results and outlook.

    2. Distribution of profits

    The Supervisory Board proposes to:

    approve the net profit for the year 2017 as EUR 14,694,591;
    pay the shareholders the total amount of EUR 17,700,000 as dividends from net profit brought forward, which totals to EUR 1.00 per share;
    shareholders, entered into the share register of AS Merko Ehitus on 13 June 2018, at 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 set to 12 June 2018; from this date onwards, the person acquiring the shares will not have the right to receive dividends for the financial year 2017.
    dividends will be paid to the shareholders on 15 June 2018 by transferring the amount concerned to shareholder’s bank account, linked to the security account;
    leave the outstanding net profit undistributed.
    3. Appointment of auditor for the financial years of 2018-2020

    Pursuant to the recommendation of the audit committee, the Supervisory Board proposes to appoint the audit firm AS PricewaterhouseCoopers the auditor of AS Merko Ehitus for the financial years of 2018 through 2020 and to pay to the audit firm for auditing as per contract to be entered into with AS PricewaterhouseCoopers.

    Organisational issues

    You’re asked to submit the following for the registration of participants of the general meeting:

    Passport or ID document is required to identify natural persons-shareholders; a suitably prepared proxy is also required of 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 identification document of the representative; if the type of representation is other that legal representation, a suitably prepared proxy must also be provided (authorities granted by transaction) and the representative’s passport or identification document. You are kindly asked to legalise the registration documents of a legal person, registered in a foreign country (with the exception of unattested proxy) or have them apostilled, if not provided otherwise by an international treaty. AS Merko Ehitus may 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 representative concerned are given in a notarised proxy, issued to the representative in a foreign country, and the proxy is acceptable in Estonia.
    A shareholder may notify AS Merko Ehitus of appointing a representative and having withdrawn a proxy before the general meeting, by supplying a digitally signed proxy and other required documents by e-mail to the following address: group@merko.ee or delivering the written and signed documents on paper (proxy and other required documents) to the office of AS Merko Ehitus at Pärnu mnt 141 Delta Plaza 7th floor, Tallinn (on working days from 10.00 through 16.00) by 8 May 2018, 16.00, the latest, using the forms published by AS Merko Ehitus on its website at http://group.merko.ee/. It is not possible to vote electronically or by mail at the general meeting.

    The annual report of AS Merko Ehitus for 2017 and the chartered auditor’s report are available for inspection at the website of NASDAQ Tallinn Stock Exchange at http://www.nasdaqomxbaltic.com/ or the group’s website at http://group.merko.ee/.

    Documents related to the regular general meeting of shareholders of AS Merko Ehitus, including draft resolutions, annual report for the financial year 2017, chartered auditor’s report, proposals for distribution of profit, written report, drawn up for the annual report by the Supervisory Board, are available for inspection starting from 18 April 2018 at the website of AS Merko Ehitus at http://group.merko.ee/ or on working days at 10.00-16.00 at Pärnu mnt 141 Delta Plaza 7th floor, Tallinn. Questions concerning the agenda of the regular general meeting can be asked by sending them to the e-mail address group@merko.ee. Questions and answers will be disclosed at the website of AS Merko Ehitus on Internet.

    Shareholders are entitled to be provided information concerning the business of AS Merko Ehitus from the Management Board at the general meeting. The Management Board may refuse from giving the information, if there is a good reason to believe that this may cause material damage to the interests of the public limited company. Should the Management Board refuse to provide the information, the shareholder concerned may demand the general meeting to adopt a decision regarding the legitimacy of his/her demand or within two weeks of the general meeting occurrence file an application for proceedings on petition to the court to demand the Management Board to supply the information.

    Shareholders, holding shares, which represent at least 1/20 of the share capital of AS Merko Ehitus, may submit a draft resolution of each item on the agenda to the public limited company no later than 3 days prior to the general meeting, that is, until 6 May 2018, submitting it in writing to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 11314 Tallinn.

    Shareholders, holding shares, which represent at least 1/20 of the share capital of AS Merko Ehitus, may demand that additional items are added to the agenda of the general meeting, provided that such a request has been submitted in writing at least 15 days prior to the general meeting, that is, until 24 April 2018, to the following address: AS Merko Ehitus, Pärnu mnt 141 Delta Plaza 7th floor, 11314 Tallinn.

    Andres Trink
    Chairman of the Management Board
    AS Merko Ehitus
    +372 650 1250
    andres.trink@merko.ee

    Attached to this announcement is the previously published audited consolidated annual report of AS Merko Ehitus for 2017, which has been amended by statement of the Chairman of the Supervisory Board.

    AS Merko Ehitus (group.merko.ee) group consists of Estonia’s leading construction company AS Merko Ehitus Eesti, the Latvian-market-oriented SIA Merks, UAB Merko Statyba that is operating on the Lithuanian market, Peritus Entreprenør AS construction company in Norway and the real estate development business unit along with real estate holding companies. As at the end of 2017, the group employed 757 people and the company’s 2017 revenue was EUR 317.6 million.

    Attachments:
    2018 Notice on withdrawal of a proxy.docx
    Draft resolutions of the Regular General Meeting of Shareholders 09.05.2018.pdf
    Information on shares and total number of votes, linked to the shares.pdf
    2017 Merko Ehitus annual report.pdf
    2018 Proxy.docx
    2018 04 16 Decisions of the Supervisory Board meeting of AS Merko Ehitus.pdf

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