Resolutions of the regular general meeting of AS Merko Ehitus held on 3 June 2010: 1. Endorsement of the annual accounts for 2009 The general meeting of shareholders decided to approve the annual accounts of AS Merko Ehitus for 2009. 2. Decision regarding the distribution of profits The general meeting of shareholders decided to approve the proposal on distribution of profits as follows: (i) endorse the net profit for the year 2009 as 116 166 133 Estonian kroons; (ii) pay the shareholders the total amount of 194.7 million Estonian kroons as dividends from net profit brought forward, which totals to 11 Estonian kroons per share; shareholders, entered into the share register of AS Merko Ehitus on June 17th 2010, at 23.59, will be entitled to dividends; dividends will be paid to the shareholders on June 21st 2010 by transferring the amount concerned to shareholder's bank account, linked to security account; (iii) the outstanding net profit will not be distributed. 3. Modification of Articles of Association The general meeting of shareholders decided to approve the modifications of Articles 18, 19, 26 and 27 of the Articles of Association of AS Merko Ehitus. It was decided to modify Article 18 as follows: "18. The Management Board shall send a notice, by registered mail, to shareholders, using the address registered in the share register. If the number of shareholders of the public limited company exceeds the limit, provided by law, there is no need to send the shareholders summons; however, the notice on regular meeting shall be published in at least one national daily newspaper and, for a public limited company, registered on stock exchange, also by using methods, which shall grant prompt access thereto, using means of communication, which would allow efficient distribution of the information concerned to the public anywhere in the European Union.“ It was decided to modify Article 19 as follows: "19. At least three weeks advance notice is required for convening both regular and extraordinary meeting of shareholders.“ It was decided to modify Article 26 as follows: "26. The Supervisory Board shall give orders to the Management Board for the organisation of the management of the Company. The consent of the Supervisory Board is required by the Management Board for concluding transactions, which are beyond regular economic activities, in the name of the Company. The consent of the Supervisory Board is required by the Management Board for concluding transactions, which involve: 26.1. making investments into new spheres of business and making investments, which exceed the amounts, allocated for investment purposes in the budged for the financial year and for every investment, having the value above 3,000,000 Euros; or 26.2. for commencing and winding up business in other countries, including the establishment or acquisition of trading companies, subsidiaries or permanent places of business and winding them up, closing or transferring of; or 26.3. establishment, transfer or winding up of a subsidiary with a share capital or equity above 500,000 Euros; or 26.4. acquisition or transfer of minority participation in companies, not involved immediately in the main business; or 26.5. transfer of a registered immovable, of the value of the transaction is above 3,000,000 Euros; or 26.6. granting loans to any third parties or securing the commitments of any third parties, except in cases where the loan amount does not exceed 3,000,000 Euros; and 26.6.1 the entity being granted a loan or whose commitments are secured is the Company's subsidiary or related company; or 26.6.2 the loan concerned is granted to fund construction works, conducted by the Company, and the loan is secured with a mortgage, established on the registered immovable, serving as the location of a building, built as the result of construction works, financed with the granted, in the favour of the Company.“ It was decided to modify Article 27 as follows: "27. The provisions of Article 317, section 1, sub-sections 1-7 shall not be applied to the identification of economic transactions, beyond regular economic activities.“ The modifications of Articles of Association will become effective as of being registered in the Commercial Register. 4. Removal of a member of the Supervisory Board The general meeting of shareholders decided to remove Mr. Jaan Mäe from the position of a member of the Supervisory Board, due to him being elected to the Management Board of AS Merko Ehitus. 5. Approval of auditor appointed for the financial year 2010 The general meeting of shareholders decided to approve the company of auditors, AS PricewaterhouseCoopers, as the auditor of AS Merko Ehitus in the financial year 2010 and the company of auditors will be paid the fees, stipulated in the contract to be concluded. 6. The strategy of AS Merko Ehitus Group for 2010-2015 The Management Board introduced the strategy of AS Merko Ehitus for the 2010-2015 planning period. The general meeting of shareholders decided to appraise the information, disclosed under the item of agenda, and not adopt any resolutions. 1 EUR = 15.6466 EEK Alar Lagus Member of the Management Board +372 6 805 109 alar.lagus@merko.ee