Disposal of a holding


AS MERKO EHITUS                     ANNOUNCEMENT                     02.01.2007

Disposal of a holding

AS Merko Ehitus on 29.12.2006 sold its 100% share in OÜ Rannamõisa Kinnisvara
to AS E.L.L Kinnisvara. The cost of the transaction was 31,89 million kroons,
of which 25 million kroons has been remitted to the seller and 6,89 million
kroons will be remitted to sellers account within 30 days after the conclusion
of the contract. The stake was sold for profit, the company made an
extraordinary 23,75 million kroons as a result of the transaction. 

OÜ Rannamõisa Kinnisvara, the main activity of which is real estate
development, was founded in 2000. In current state the company has no
significant economic activities. The company possesses a 10 947 square meter
real estate in Rannamõisa road 4a, the market price of which was determined
to be 33 million kroons by an expert evaluation conducted on 08.09.2006. The
sale price was established at 35 million kroons, onto which company’s current
assets were added and from which company’s liabilities were subtracted.
Additionally, according to the contract the buyer has an obligation to order
the construction on the plot from AS Merko Ehitus.

OÜ Rannamõisa Kinnisvara and AS Merko Ehitus have a valid loan agreement,
according to which OÜ Rannamõisa Kinnisvara owes to AS Merko Ehitus 2,76
million kroons. The loan agreement is due to date on 15.01.2007.

The Board of OÜ Rannamõisa Kinnisvara consists of two members, Mr Aldo Dapon
and Ms Katrin Mühls. The company does not have a Supervisory Board.

OÜ Rannamõisa Kinnisvara does not have any pending lawsuits or arbitration
proceedings and no significant changes have taken place in company’s business
operations during current financial year.

According to the rules of Tallinn Stock Exchange, the said contract of sale
is to be considered as an transaction with persons connected with issuer. The
transaction has been conducted at current market conditions.

Financial reports are presented as unaudited as auditing of OÜ Rannamõisa
Kinnisvara financial reports is not obligatory according to Estonian law.


INCOME STATEMENT
(in kroons)
                                               2006         2005         2004

Administrative and general expenses          (1 625)        (300)     (54 704)
Other operating expenses                       (721)     (39 919)     (47 497)

OPERATING PROFIT (LOSS)                      (2 346)     (40 219)    (102 201)

Financial income (expenses)                 (13 008)     (13 008)     (13 008)
Other financial income (expenses)                 0          107            8
Total financial income (expenses)           (13 008)     (12 901)     (13 000)

NET PROFIT (LOSS) FOR FINANCIAL YEAR        (15 354)     (53 120)    (115 201)


BALANCE SHEET
(in kroons)

ASSETS
                                         31.12.2006   31.12.2005   31.12.2004

Current assets
Cash                                          6 678      152 402       20 472
Trades receivables                           98 079      147 586            8
Inventories                               3 144 616    3 094 815    1 996 317
Total current assets                      3 249 373    3 394 803    2 016 797
TOTAL ASSETS                              3 249 373    3 394 803    2 016 797

LIABILITIES AND EQUITY
Current liabilities
Borrowings                                2 757 100    2 757 100    1 661 100
Trade payables                                    0      130 076       79 352
Total current liabilities                 2 757 100    2 887 176    1 740 452
Non-current liabilities
Other long-term trade payables              455 086      455 086      610 684
Total non-current liabilities               455 086      455 086      610 684
TOTAL LIABILITIES                         3 212 186    3 342 262    2 351 136

Equity
Share capital                                40 000       40 000       40 000
Share premium                               400 000      400 000            0
Undistributed profit (loss)                (387 459)    (334 339)    (259 138)
Net profit (loss) for financial year        (15 354)     (53 120)    (115 201)
TOTAL EQUITY                                 37 187       52 541     (334 339)
TOTAL EQUITY AND LIABILITIES              3 249 373    3 394 803    2 016 797


Alar Lagus
Member of the Board
+372 6 805 109