Merko Ehitus                  NEWS RELEASE                      04/09/2003



DECISIONS OF ANNUAL GENERAL MEETING



Minutes of the annual general meeting of shareholders (excerpt) in Tallinn, 

on 08.04.2003.



AGENDA:



1. Approving of 2002 annual report

2. Deciding on the distribution of profit

3. Appointment of auditor for the financial year of 2003

4. Election of council members, deciding on the remuneration of council

   members and conclusion of contracts of service with council members and

   appointment of the representative of the company in the above transactions

5. Amending of the Articles of Association





1. Approving of 2002 annual report



Resolution of the meeting:



Having reviewed the annual accounts, activity report, auditor's report and

profit distribution proposal ("Annual Report") of AS Merko Ehitus for 2002,

it was resolved to approve the Annual Report of 2002 prepared by the board

of AS Merko Ehitus and approved by the council.



Results of the vote:	



in favour: 6 407 457 votes, 14 shareholders/representatives, 100% of those

registered.



2. Deciding on the distribution of profit



Resolution of the meeting:



It was resolved to distribute the profit of AS Merko Ehitus on the basis

of the approved annual accounts pursuant to the profit distribution proposal

submitted to the general meeting as follows:



(i)   to approve the net profit of the financial year of 2002 in the amount

      of 98 863 218 (ninety-eight million eight hundred and sixty-three

      thousand two hundred and eighteen) Estonian kroons;



(ii)  to pay dividends to shareholders from the net profit of 2002 in the

      total amount of 19 912 500 (nineteen million nine hundred and twelve

      thousand five hundred) Estonian kroons, which makes 2 kroons and 25

      sents per share;



      all shareholders entered in the share ledger of AS Merko Ehitus as of

      24 April 2003 at 8:00 hours a.m. are entitled to dividends;



      dividends shall be paid to shareholders not later than on 25 April

      2003 by remitting the respective amount to the current account tied

      to the shareholder's securities account;



(iii) to maintain the rest of the net profit undivided.



Results of the vote:



in favour: 6 407 457 votes, 14 shareholders/representatives, 100% of those

registered.



3. Appointment of auditor for the financial year of 2003



Resolution of the meeting:



It was resolved to appoint Malle Rannik, certified auditor from auditing

company "Audit EA", as auditor of AS Merko Ehitus for the financial year of

2003 and to pay to her pursuant to the price list established by Audit EA.



Results of the vote:



in favour: 6 407 457 votes, 14 shareholders/representatives, 100% of those

registered.



4. Election of council members, deciding on the remuneration of council

members and conclusion of contracts of service with council members and

appointment of the representative of the company in the above transactions



Resolution of the meeting:



· In connection with the expiry of the authority of the previous council

  members on 12 April 2003, it was resolved to elect the new council of

  AS Merko Ehitus as of 12 April 2003 in the following composition:

  Toomas Annus, Teet Roopalu and Ott Kikas,

· to pay remuneration to the council members and conclude respective

  contracts of service with the council members on the following terms

  and conditions:



1) Term of contract:



the contract shall enter into force as of signature thereof and shall

expire with the expiry of the authority of a council member, whereas in

case of re-election of the council member for the following term of office

the contract shall be extended automatically.



2) Areas of liability of council members are as follows:



- Chairman of the council

- Head of the construction sector

- Head of the financial sector



The chairman of the council and the persons liable for a respective sector

shall be elected by council members at the council meeting before the

conclusion of respective contracts.



When performing their duties and in the premises, on the territory and at

the construction sites of the company the council members shall comply with

valid legal acts and all internal rules, instructions and regulations

established by the company (incl. internal work procedure rules,

instructions regarding work safety and health at work, etc.).



3) Remuneration:



Council members are paid monthly remuneration for the performance of their

duties as follows:



- Chairman of the council - 38 000 Estonian kroons

- Head of the construction sector - 34 000 Estonian kroons

- Head of the financial sector - 33 000 Estonian kroons



4) Additional remuneration:



Council members are entitled to the following additional remuneration:



- Chairman of the council - 0.4% of the profit of the company before the

  income tax, from which the respective minority share has been deducted;

- Head of the construction sector - 0.3% of the profit of the company

  before the income tax, from which the respective minority share has been

  deducted;

- Head of the financial sector - 0.3% of the profit of the company before

  the income tax, from which the respective minority share has been deducted.



The additional remuneration is paid after the approval of the annual report

of the respective financial year at the general meeting of shareholders. The

council members may be paid in the form of advance payments in the maximum

extent of 65% of the above additional remuneration. 



5) Working time



Council members undertake to perform their duties and be accessible during

the general working hours established in the company. With a reasonable need

and when it is in the interests of the company, the council members shall

perform their duties without a respective specific request also outside the

above working hours and on days off.



6) Vacation



Council members are entitled to a vacation of 28 calendar days in a calendar

year, when choosing the time of the vacation, a council member shall consider

the need to organize the activities of the company. Council members are paid

holiday pay for their vacation, which equals to the average monthly salary of

a council member, calculated on the basis of the basic and additional

remuneration paid to the council member during the year preceding his/her

vacation. A council member is entitled to additional vacation at the time

agreed upon between the company and the council member, for which the council

member is not entitled to get paid. 



7) Fringe benefits



Council members are entitled to the following fringe benefits:



- use of a company car both for the performance of their duties and at time

  off

- use of a mobile phone both for the performance of their duties and at time

  off

- conclusion of a life insurance agreement at the expense of the company,

  whereas the company shall be the beneficiary

- the company has the right to enable the council members training at the

  expense of the company which is necessary for the performance of the

  duties of the council members

- etc.



8) Other benefits



Council members are entitled to compensation for expenses reasonably

incurred in connection with the performance of their duties, provided that

the expenses are certified.



Expenses related to business travel of council members and use of personal

cars of council members in connection with the performance of their duties

shall be compensated for in compliance with the procedure established by

the Republic of Estonia. 



9) Compensation for termination of contract



If a council member is recalled from the council before the term or if the

powers of the council member expire and he/she is not re-elected as a council

member for the following term of office and he/she is not offered another

management position in the company on the terms which are not materially

different form those set out in the council member agreement, he/she shall

be paid a compensation in the amount of 12 months' salary of the council

member. 



Additional remuneration shall not be taken into account in the calculation

of the amount of compensation.



A council member is not entitled to receive compensation for the termination

of the contract if he/she is recalled from the council for good reasons in

connection with a breach of law, the Articles of Association or contract of

service by him/her or failure to perform his/her duties.



10) Competition restriction and confidentiality 



Council members are obliged to comply with the competition restriction during

the entire validity of this contract and within one year after the expiry of

the contract.



Council members are obliged to comply with the confidentiality obligation

during the entire validity of this contract and unlimited time after the

expiry of the contract.



In case of breach of the competition restriction and the confidentiality

obligation the company is entitled to demand from a council member a

contractual penalty in the amount of 24 months' salary of the council member

and in the extent the damages are not covered with the penalty, compensation

for the caused damage.



11) Disputes



All disputes arising from contracts concluded with council members shall be

resolved at the court of location of the defendant.



Above general terms and conditions may be specified or extended in the

contracts to be concluded with council members and additional terms and

conditions which are not in conflict with the above presented general

conditions, imperative provisions of the Law of Obligations Act regulating

authorization agreements and the principles under the Commercial Code

related to the goal and nature of the activities, as well as liability of

council and council members may be added to the contracts.



· To authorize Tõnu Toomik to conclude on behalf of the company the

  respective contracts with the council members on the general conditions

  set out above.



Results of the vote:	



in favour: 6 407 457 votes, 14 shareholders/representatives, 100% of those

registered.



5. Amending of the Articles of Association



Resolution of the meeting:



In connection with the change of location of AS Merko Ehitus, to amend

Article 2 of the Articles of Association of AS Merko Ehitus to read as

follows:



Article 2: "The location of the Company is Järvevana tee 9G, Tallinn, 11314".



Results of the vote:



in favour: 6 407 457 votes, 14 shareholders/representatives, 100% of those

registered.





Ülo Metsaots

Member of the Board

+372 6805 104