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AGM 2007

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Resolutions of the annual general meeting of AS Merko Ehitus held on 30 April 2007:

I. Approval of annual report 2006

To approve the annual report of AS Merko Ehitus for the financial year 2006.

II. Resolving the distribution of profit

To approve the profit distribution as follows:

(i) to approve the net profit for the financial year 2006 in the amount of 581 738 087 Estonian kroons;

(ii) to pay dividends from the net profit of 2006 to shareholders in the total amount of 123 900 000 Estonian kroons, which is 7 kroons per share.

the shareholders entered in the share register of AS Merko Ehitus as at 23.59 on 16 May 2007 will be entitled to the dividends.

the dividends will be paid to the shareholders on 22 May 2007 by transfer of the respective amount to the current account linked to the securities account of the shareholder.

(iii) to retain the remaining net profit.

III. Approval of the auditor for the financial year 2007

To approve AS PricewaterhouseCoopers as the auditor of AS Merko Ehitus for the financial year 2007 and to pay to the auditor according to the contract.

IV. Amendment of the terms of service of the members of the supervisory board with regard to business secrets, competition prohibition, bonuses and severance payments

To approve the amendments to the terms of service of the members of the supervisory board in the presented form:

1) to specify the definition of a business secret, including to approve an exemplifying list of information that is regarded to constitute business and industrial secrets of the company;

2) to specify the procedure for preparing a list of the competitors of the company;

3) a member of the supervisory board will be entitled to a bonus as follows:
– the chairman of the supervisory board – 0.4% of the profit before taxes of the company, minus the respective minority holding;
– a member of the supervisory board – 0.35% of the profit before taxes of the company, minus the respective minority holding.

The additional remuneration shall be paid after the approval of the annual report for the respective year at the general meeting of shareholders. In maximum 75% of the aforesaid additional remuneration can be paid to the members of the supervisory board in advance.

4) to spread the compensation payable to the members of the supervisory board upon termination of their contract of service over 12 months.

1 EUR = 15,6466 EEK


NOTICE TO CONVENE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of AS Merko Ehitus of 9G Järvevana Road, 11314 Tallinn Estonia, are hereby invited to the annual general meeting of shareholders held on April 30 2007 at 2:00 PM in the “Romantika” conference room of the Tallink Spa & Conference Hotel at 11a Sadama St, Tallinn, Estonia.

Shareholders’ right to attend the general meeting is determined as of April 20 at 11:59 PM. Registration to the meeting commences on April 30 2007 at 1:30 PM.

Agenda

1. Resolution to adopt the annual report 2006;
Supervisory board proposes adopting of the annual report of AS Merko Ehitus of the past year.

2. Resolution as to the appropriation of profit;
Supervisory board proposes adopting the following profit distribution proposal:

(i) confirm the net profit of the financial year 2006 in the amount of 581.7 million kroons (37.2 million euro);

(ii) distribute 123.9 kroons (7.9 million euro) of the net profit as dividends to shareholders constituting 7 kroons (0.4474 euro) as dividend per share;

all shareholders entered in the share ledger of AS Merko Ehitus as of May 16 2007 at 11:59 PM are entitled to dividends;

dividends shall be paid to shareholders on May 22 2007 by remitting the respective amount to the current account tied to the shareholder’s securities account;

(iii) maintain the rest of the net profit undistributed.

3. Appointment of auditor for financial year of 2007;
Supervisory board proposes approving the auditing company AS PricewaterhouseCoopers as the auditor of AS Merko Ehitus in 2007 and to pay them for the service pursuant to the contract.

4. Amendments in the contractual terms of service of the members of the supervisory board regarding trade secrets, prohibition on competition, remuneration and right to compensation for termination of contract;
Supervisory board proposes approving the amendments to the terms of service as follows:

1) Specification of what are considered trade secrets, including a sample list of information to be considered the trade and production secrets of the company.

2) Specification of procedure for providing a list of competitors of the company.

3) The supervisory board members are entitled to the following rewards:

– Chairman of the supervisory board – 0.4% of the profit of the company, from which the respective minority interest has been deducted;
– Member of the supervisory board – 0.35% of the profit of the company, from which the respective minority interest has been deducted;

The rewards are due after the approval of the financial year report at the general shareholders meeting. Up to 75% of the abovementioned rewards can be made as advance payment.

4) Arrange the payment of compensation for the termination of services with members of the board as respective installments over a 12-month period.

Upon registration the legitimate representatives of the corporate shareholders are asked to submit documents confirming their representation right. For the board members of a corporate body a copy of the registration card of the company is regarded sufficient, for authorized representatives authorization from the board or a respective substitute and a copy of the registration card of the company are deemed sufficient. A proof of identification is required. The individual shareholders will be asked to submit a proof of identification, and a representative is additionally asked to submit a separate authorization. A passport or other proof of identification containing the photograph, name, and personal identification code of the person and the name of the issuing state agency is deemed as a sufficient proof of identification.

The annual report 2006 (since April 13 2007) and the profit distribution proposal documents are available for viewing on the websites of Tallinn Stock Exchange (www.ee.omxgroup.com) and Merko Ehitus (www.merkoehitus.ee), and also on every workday from 8:00 AM to 5:00 PM at the office of AS Merko Ehitus, 9G Järvevana road, Tallinn, Estonia.

For any further questions concerning the general meeting, please contact us by telephone +372 680 5105 or by e-mail merko[A]merko.ee.