Market announcement

Title

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Message

Extraordinary General Meeting of the shareholders of AS Merko Ehitus, held on 31
October 2008 decided: 

1. Election of additional members of the supervisory board
To elect, in addition to the current supervisory board members, as new members
of the supervisory board of AS Merko Ehitus Indrek Neivelt and Olari Taal. 

2. Remuneration of supervisory board members
To remunerate the supervisory board members as follows:

The monthly remuneration to be paid to the chairman of the supervisory board is
55,000 EEK. The monthly remuneration to be paid to supervisory board members is
50,000 EEK. Subject to submission of relevant expense receipts, supervisory
board members shall be compensated for reasonable costs and expenses incurred
by them in the discharge of their duties, incl. transport, travel and training
expenses and other expenses. 

The new terms of remuneration of supervisory board members shall take effect as
from the date following the date of adoption of the general meeting's pertinent
resolution. 

3. Termination of current authorisation agreements signed with supervisory
board members 
To terminate the currently effective authorisation agreements signed with
supervisory board members. 

4. Appointment of a representative of AS Merko Ehitus for termination of
authorisation agreements signed with supervisory board members 
To appoint the chairman of the management board, Tiit Roben, as the
representative of AS Merko Ehitus for termination of the agreements referred to
in clause 3 above. 

5. Amendment of the Articles of Association
To amend the articles 25, 26 and 27 of the Articles of Association and to
approve the new version of the Articles of Association of AS Merko Ehitus. 

The amendments of the Articles of Association described in clause 5 shall take
effect upon their registration in the commercial register. 

6. Deciding on the conclusion of transactions with supervisory board members
To give its consent to the election of supervisory board members to the group's
directorate and to the conclusion of authorisation agreements between
supervisory board members and AS Merko Ehitus in case there should be a need to
engage supervisory board members as members of the group's directorate, on the
following terms: 

   1. The monthly remuneration to be paid to the chairman of the group's
directorate is 35,000 EEK. The monthly remuneration to be paid to members of
the group's directorate is 30,000 EEK. The amount of remuneration paid to
members of the group's directorate may be increased annually to the extent
corresponding to the change in the consumer price index, but not less than 10
per cent. In addition, the chairman of the group's directorate is entitled to a
bonus of 0.4 per cent, and members of the group's directorate to a bonus of
0.35 per cent, of the Company's profit before income tax less the respective
minority share. Bonus payments are made after approval of the annual report for
the respective financial year by the general meeting of shareholders. A maximum
of 75 per cent of the bonus can be paid to the members of the group's
directorate in advance. 

   2. A member of the group's directorate shall not compete with the Company
within one year after termination of his or her activities as a member of the
group's directorate. If a member of the group's directorate resigns on his or
her own initiative, or if a member is removed before the expiry of his or her
term of office, or if the term of office of a member expires and a new
authorisation or employment contract is not signed with the member, the member
will be paid compensation in the amount of the average annual income of a
member of the group's directorate. If, during the effective term of the
non-competition obligation, a member of the group's directorate has received
the written consent of the supervisory board of the Company to engage in an
activity that can be regarded as competing with the activities of the Company,
the unpaid portions of compensation will not be paid. A member of the group's
directorate is not entitled to receive compensation if the member has been
removed from the group's directorate with good reason due to his or her
violation of law, the articles of association or conditions of service, or
failure to perform his or her duties. 

   3. Members of the group's directorate shall be granted the following
   benefits: 
   a) use of a company car both for the discharge of their duties and outside
      of working hours; 
   b) use of a mobile phone both for the discharge of their duties and outside
      of working hours; 
   c) signing of a life insurance contract at the cost of the Company, with the
      Company being the beneficiary. 

   4. Subject to submission of relevant expense receipts, members of the
group's directorate shall be compensated for reasonable costs and expenses
incurred by them in the discharge of their duties, incl. transport, travel and
training expenses. 

7. Appointment of a representative of AS Merko Ehitus for conclusion of
transactions between supervisory board members and AS Merko Ehitus 

To appoint the chairman of the management board, Tiit Roben, as the
representative of AS Merko Ehitus for signing of the agreements referred to in
clause 6 above. 

Alar Lagus
Member of the Management Board
6 805 109
alar.lagus@merko.ee