AS MERKO EHITUS                    ANNOUNCEMENT                   28.04.2005



RESOLUTIONS OF THE ANNUAL GENERAL MEETING



Resolutions of the annual general meeting of AS Merko Ehitus held on

27 April 2005:



I.	Approval of Annual Report 2004



Having examined the annual accounts 2004, management report, auditor’s report

and profit distribution proposal of AS Merko Ehitus (“the Annual Report”) it

was resolved to approve Annual Report 2004 prepared by the Management Board

and approved by the Supervisory Board of AS Merko Ehitus.





II.	Resolution regarding profit distribution



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

the approved annual accounts and in accordance with the profit distribution

proposal presented to the general meeting as follows:



(i)     to approve the net profit for the financial year 2004 in the amount

        of EEK 294,599,896 (two hundred and ninety-four million five hundred

        and ninety-nine thousand eight hundred and ninety-six);



(ii)    to pay dividends to shareholders from the net profit of 2004 in the

        total amount of EEK 57,525,000 (fifty-seven million five hundred and

        twenty-five thousand), which makes 6 kroons and 50 cents (0.4154 EUR)

        per share; 



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

        11 May 2005 at 8:00 a.m. are entitled to dividends; 



        the dividends shall be paid to shareholders on 18 May 2005 by

        remitting the respective amount to the current account tied to the

        shareholder’s securities account;



(iii)   to retain the rest of the net profit undistributed.





III.    Appointment of auditor for financial year 2005 



It was resolved that in the financial year 2005 the auditor of AS Merko Ehitus

will be the auditing company "PricewaterhouseCoopers" and payment for the

service will be in accordance with the contract to be entered into with them.



IV.     Amendment of Articles of Association



Due to the need to optimise the management of AS Merko Ehitus and to specify the

competence of the Management Board and the Supervisory Board it was resolved to

approve the new Articles of Association of AS Merko Ehitus in accordance with

the draft Articles of Association of AS Merko Ehitus contained in the notice

forwarded to the Tallinn Stock Exchange on 30 March 2005.



V.      Increase of share capital



Pursuant to § 350 of the Commercial Code and based on the approved Annual Report

2004 of the public limited company, it was resolved to increase the share capital

by EEK 88,500,000 (eighty-eight million five hundred thousand) by means of a bonus

issue on account of the premium paid in the course of previous share issues

(EEK 2,950,000) and the retained earnings of the previous financial years

(EEK 85,550,000) and issue 8,850,000 (eight million eight hundred and fifty

thousand) new common shares with a nominal value of EEK 10 (ten), whereas:



- as a result of the bonus issue the share capital of the public limited company

will increase from EEK 88,500,000 (eighty-eight million five hundred thousand)

to EEK 177,000,000 (one hundred and seventy-seven million);

- the increase of share capital will be performed on account of the premium

payments made in the course of previous share issues and the retained earnings

of previous periods, whereas the shareholders will not subscribe for shares nor

make contributions for shares;

- in the course of the bonus issue the shareholding of a shareholder in the share

capital will increase in proportion to the nominal value of the shares the

shareholder holds;

- as a result of increasing the share capital all shareholders who have been

entered in the share register as of 11 May 2005 at 8:00 a.m. will acquire 1 (one)

new share for each existing share;

- the shares to be issued shall grant the shareholder the right to receive

dividends payable after 01.01.2006;

- the new shares will be registered in the share register not later than within

one (1) month after an entry regarding the increase of share capital is made in

the commercial register.



Alar Lagus

Member of the Board

+372 6805 109