Merko Ehitus                  NEWS RELEASE                      04/11/2002



DECISIONS OF ANNUAL GENERAL MEETING



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

on 10.04.2002.



AGENDA:



1. Approving of 2001 annual report

2. Deciding on the distribution of profit

3. Appointment of auditor for the financial year of 2002





1. Approving of 2001 annual report



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 2001, 

to resolve to approve the Annual Report of 2001 prepared by the board of 

AS Merko Ehitus and approved by the council.



Results of the vote:	



in favour: 6 586 481 votes, 14 shareholders/representatives, 100 % 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 2001 in the 

	amount of 88 312 055 (eighty-eight million three hundred and twelve 

	thousand fifty-five) Estonian kroons (5 644 169 euros);



(ii)	to allocate from the net profit of the year 2001 to the reserve 

	capital 645 229 (six hundred and forty-five thousand two hundred 

	and twenty-nine) Estonian kroons (41 238 euros); 



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

	previous periods and from the net profit of 2001 in the total 

	amount of 35 400 000 (thirty five million four hundred thousand) 

	Estonian kroons (2 262 472 euros), which makes 4 (four) kroons 

	(0,26 euros) per share;



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

	of 26th April 2002 at 8:00 hours a.m. are entitled to dividends;



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

	2002 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 the 

	income tax calculated on the dividends paid to the shareholders 

	being resident natural persons and non-resident shareholders can be 

	subtracted from it.



Results of the vote:	



in favour: 6 586 481 votes, 14 shareholders/representatives, 100 % of those 

registered.



3.	Appointment of auditor for the financial year of 2002



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 2002 and 

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



Results of the vote:



in favour: 6 586 281 votes, 13 shareholders/representatives, 99.997 % of 

those registered

impartial: 200 votes, 1 shareholder/representative, 0.003% of those registered





Ülo Metsaots

Member of the Board

+372 6105 110