MERKO EHITUS

ANNOUNCEMENT



RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS



Minutes of the annual general meeting of shareholders (excerpt)

In Tallinn, on 10.04.2001.



AGENDA: 



1. Approval of 2000 annual report 

2. Profit distribution 

3. Appointment of auditor for financial year 2001 

4. Amendments to the Articles of Association 



15 (fifteen) shareholders/representatives participated in the Meeting,

with the total of 6 609 898 (six million six hundred and nine thousand

eight hundred and ninety-eight) votes represented by their shares, 

comprising the total of 74.6881 % of all votes granted by shares and 

thus the Meeting was eligible to make resolutions. 



1.	Approving of the annual report of the financial year 2000



The 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 2000, to resolve to approve the Annual Report of 2000 prepared by

the board of AS Merko Ehitus and approved by the council.



Results of the vote



in favour:	6 608 898 votes, 14 shareholders/representatives, 

99.985 % of those registered



impartial: 1 000 votes, 1 shareholder/representative, 0.015 % of those

registered



2. Deciding on the distribution of profit



The resolution of the Meeting:



To resolve to distribute the profit of AS Merko Ehitus on the basis of

the approved annual accounts pursuant to the profit distribution proposal

as follows:



(i)    to approve the net profit of the financial year of 2000 in the 

       amount of 66 595 416 (sixty-six million five hundred and ninety-five

       thousand four hundred and sixteen) Estonian kroons;



(ii)   to allocate from the net profit of the year 2000 to the reserve

       capital 3 329 771 (three million three hundred and twenty-nine 

       thousand seven hundred and seventy-one) Estonian kroons, 



(iii)  to pay dividends to shareholders from the retained earnings of 

       previous periods and from the net profit of 2000 in the total

       amount of 13 275 000 (thirteen million two hundred and 

       seventy-five thousand) Estonian kroons, which makes 1 (one) kroon

       and 50 (fifty) sents per share;



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

25th April 2001 at 8:00 hours a.m. are entitled to dividends;



dividends shall be paid to shareholders not later than on 3rd May 2001 by

remitting the respective amount to the current account tied to the

shareholder’s securities account;



(iv)  to maintain the rest of the net profit undivided whereas from it the

      income tax calculated on the dividends paid to resident shareholders

      being natural persons and non-resident shareholders may be deducted.



Results of the vote	



in favour: 6 609 898 votes, 15 shareholders/representatives, 100 % of

those registered



3. Appointment of auditor for the financial year of 2001



The resolution of the Meeting:



To resolve to appoint Malle Rannik, certified auditor from auditing

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

of 2001.



Results of the vote	



in favour:	6 600 698 votes, 11 shareholders/representatives, 

99.861 % of those registered



impartial: 5 200 votes, 3 shareholders/representatives, 0.079 % of

those registered



not voting: 4 000 votes, 1 shareholder/representative, 0.061 % of

those registered



4. Amending of the articles of association



The resolution of the Meeting:



To resolve to modify Article 3 of the articles of association and 

supplement it after the words “construction of external infrastructure

of heating, water supply and sewerage, supervision of the same” with

the words “excavation operations, supervision of the same; real 

property development, disposal, use and possession of real property”.



Results of the vote	



in favour: 6 603 361 votes, 13 shareholders/representatives, 99.901 %

of those registered



not voting: 6 537 votes, 2 shareholders/representatives, 0.099 % of

those registered





Ülo Metsaots

Member of the Board

+372 6105 110