Börsiteade

Pealkiri

MINUTES OF ANNUAL GENERAL MEETING

Teade

Annual General Meeting of the shareholders of AS MERKO EHITUS, held on 3 June
2008 decided: 

1. Approval of the 2007 Annual Report 
To approve the 2007 Annual Report of AS MERKO EHITUS.

2. Deciding on the distribution of profits
To approve the net profit for the financial year 2007 totalling EEK 545,049,316
(EUR 34,834,911) and not to distribute the profit among the shareholders. 

3. Approval of the auditor for the financial year 2008
To approve AS PricewaterhouseCoopers as the auditor of AS MERKO EHITUS for the
financial year 2008. The supply of auditing services and remuneration to be
paid therefore will be based on a contract to be signed with the auditor. 

4. Approval of the division plan of AS MERKO EHITUS
To approve the division plan of AS MERKO EHITUS, which was signed and attested
on 30 April 2008. 

5. Election and removal of members of supervisory board
To remove Teet Roopalu, Jaan Mäe and Toomas Annus from the supervisory board of
AS MERKO EHITUS and to elect Teet Roopalu, Jaan Mäe and Tõnu Toomik as the new
supervisory board members. 

The removal and election of the supervisory board members shall take effect
from entry of the division described in the division plan specified in section
4 above in the commercial register. 

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

the chairman of the supervisory board shall be paid 4,000 (four thousand) EEK
and the members of the supervisory board shall be paid 3,000 (three thousand)
EEK monthly for the performance of their duties of the supervisory board
members. 

The new terms of remuneration of the supervisory board members shall take
effect from entry of the division described in the division plan specified in
section 4 above in the commercial register. 

7. Amendment of the Articles of Association
To amend the Articles of Association of AS MERKO EHITUS as follows: 

1) To amend article 1 and formulate it as follows: “The business name of the
public limited company (hereinafter the Company) is aktsiaselts Järvevana.” 

2) To cancel article 3.

3) To amend article 4 and formulate it as follows: “The minimum capital of the
Company is 88,500,000 (eighty eight million five hundred thousand) EEK and
maximum capital is 354,000,000 (three hundred and fifty four million) EEK. The
amount of the share capital can be changed pursuant to the procedure stipulated
by law.” 

4) To amend sentence four of article 7 and formulate it as follows: “The
valuation of a non-monetary contribution shall be audited by an auditor, except
if the non-monetary contribution consists of securities, which are to be valued
pursuant to a special procedure stipulated by the Commercial Code.” 

5) To amend the first sentence of article 10 and formulate it as follows: “A
registered share may be pledged." 

6) To amend the first sentence of article 19 and formulate it as follows: “The
management board shall send the notice calling a general meeting by registered
or regular post, facsimile transmission or email to all shareholders holding
registered shares.” 

7) To amend article 21 and formulate it as follows: “General meetings shall be
held at the seat of the Company.” 

8) To amend article 27 and formulate it as follows: “The supervisory board
shall give orders to the management board for organisation of the management of
the Company. The consent of the supervisory board is required by the management
board for conclusion of transactions beyond ordinary course of business. The
consent of the supervisory board is required by the management board for
conclusion of transactions, if the total amount of a transaction or
simultaneous transactions exceeds 200,000 (two hundred thousand) euros; for
acquisition, transfer or dissolution of companies; as well as for establishment
and closing of foreign branches.” 

9) To amend the second sentence of article 34 and formulate it as follows: “A
member of the supervisory board may not be represented by another member of the
supervisory board or by a third person at a meeting or in adoption of a
resolution.” 

10) To amend the second sentence of article 39 and formulate it as follows: “If
a member of the supervisory board does not give notice of whether the member is
in favour of or opposed to the resolution during this term, it shall be deemed
that he or she votes against the resolution.” 

11) To amend article 42 and formulate it as follows: “The management board of
the Company shall have 1 to 3 members. If the management board has more than 2
members, the supervisory board shall appoint a chairman of the management
board.” 

The amendments in the Articles of Association set forth in section 7 above
shall take effect from the moment of their entry in the Commercial Register,
which is sought concurrently with the entry of the division in the Commercial
Register in such a manner that no division entry will be made without the entry
on amendment of the Articles of Association and vice versa. 

Alar Lagus
Member of the Management Board
+372 6 805 109
alar.lagus@merko.ee