TALLINNA KAUBAMAJA

ANNOUNCEMENT



RESOLUTIONS OF SHAREHOLDERS' ANNUAL GENERAL MEETING



Resolutions of 19.04.2000 annual general meeting of Tallinna 

Kaubamaja shareholders:



1.   Approval of 1999 annual report of Tallinna Kaubamaja AS



   "to approve 1999 annual report of Tallinna Kaubamaja AS, with 

    balance sheet at size EEK 266,299,529 as at 31.12.1999, and income 

    statement at net profit size EEK 34,304,775 for year 1999."



2. Profit allocation

   "Net profit of Tallinna Kaubamaja ASA in year 1999 amounted to EEK 

   34,304,775.

   Provisions to mandatory reserve capital EEK 1,715,239.

   Pay to shareholders in dividends EEK 6,788,200 or EEK 1 per share.

   Dividend payments shall be made of 03.07.2000.

   Dividend payments shall be made to persons registered as 

   shareholders or usufructuary in the company's shareholders' list as 

   of 03.07.2000 at 8:00 a.m.

   Amount of retained earnings is EEK 72,165,580."



3. Amendments to Articles of Association

   "to make the following amendments to the Articles of Association 

   of Tallinna Kaubamaja AS:

   § 20 article 1 - "Supervisory Board shall consist of 3 to 6 

   members, according to the decision of general meeting of 

   shareholders. Supervisory Board shall elect a chairman from amongst 

   themselves, who shall be responsible for organizing the activities of 

   the Supervisory Board."

   To approve the amended redaction of the Articles of Association."



4. Election and remuneration of Supervisory Board members

·  "the tenure of the Supervisory Board of Tallinna Kaubamaja AS 

   shall end on the date when the amendments made to the Articles of 

   Association pursuant to item 3 of the present AGM agenda are 

   registered at the Commercial Registry."



·  " To elect six members to the Supervisory Board of Tallinna    

   Kaubamaja AS. The tenure of Supervisory Board members shall begin on 

   the date when the amendments made to the Articles of Association are 

   registered at the Commercial Registry."

   To approve the monthly salary of Supervisory Board chairman at size 

   of EEK 12,000; To approve the monthly salary of Supervisory Board 

   member at size of EEK 10,000."

  

·      "To elect the following people the members of Tallinna   

  Kaubamaja AS Supervisory Board:

  1. Jüri KÄO

  2. Andres JÄRVING

  3. Toomas LUMAN

  4. Meelis MILDER

  5. Enn KUNILA

  6. Indrek VANASELJA"



5. Appointment and remuneration of auditor 

"To appoint Urmas Kaarlep of AS PriceWaterhouseCoopers to audit the 

financial reports of Tallinna Kaubamaja AS in year 2000. The amount 

and order of remuneration of the auditor shall be decided by the 

Management Board of the company."





Urmo Vallner

Management Board member

+372 6 400 200