XXL.EE

ANNOUNCEMENT



SHAREHOLDERS' EXTRAORDINARY GENERAL MEETING



AS XXL.EE (address Tartu St. 87D, Tallinn; registry code 10040414) hereby 

calls the extraordinary general meeting of shareholders.



The extraordinary general meeting of shareholders will take place on 

28.07.2000, beginning at 18.00, at the offices of the company (Pärnu St. 139, 

Tallinn). According to the decision of the Supervisory Board of 20.07.2000, 

the agenda of the general meeting is as follows:

a)		 

appointment of chairman and secretary to the meeting;

b)

cancellation of resolutions made by 18.06.2000 extraordinary general meeting 

of AS XXL.EE shareholders (agenda item 1);

c)

management's report about activities in 1999 and 2000 financial years;

d)

AS XXL.EE chief executive's written clarification about share capital 

increase, incl. grounds for cancellation of pre-emptive right and issue 

price.		 

e)

increase of AS XXL.EE share capital;



The company's chief executive will make a proposal to shareholders' 

general meeting to increase the company's share capital as follows:



Share capital amount will be increased in a bid to improve the company's 

liquidity. Share capital amount will be increased through additional 

payments. Share capital amount will be increased through issue of 1,500,000 

same type shares, at EEK 10 (ten) par value. The new share capital amount 

will be EEK 25,000,000. The new shares will be subscribed and payments for 

the subscribed share will be made at the venue of the company from the period 

of adoption of such resolution by the shareholders' general meeting until 

11.08.2000 at 17:00. The shares will be issued at par value. If the share 

issue is fully subscribed and paid, the company will receive EEK 15,000,000 

(fifteen million) through share capital increase. The payment for shares will 

take place in monetary form in 2/3 part (up to 1,000,000 shares), to the 

company's account at Hansapank (code 767) No. 221001123451, and in 1/3 part 

(up to 125,000 shares) through non-monetary payment in the form of monetary 

claims against AS XXL.EE. Each subscriber must subscribe and pay for minimum 

of 50,000 shares, i.e. minimum issue price of EEK 500,000. The shareholders 

will not be granted a pre-emptive right to subscribe for shares to be issued. 

In case of oversubscription of share issue, the supervisory board will decide 

on pre-term ending of subscription period, also allocation of shares between 

the subscribers and cancellation of oversubscribed shares.



Corporate shareholders must present documents certifying its status (excerpt 

from Commercial Registry card, not older than 15 days; foreign corporate 

shareholders must present a relevant document certified in accordance with 

Estonian laws) and representative's right of representation. All general 

meeting attendants must present an identification document; the 

representatives also need to present a proxy.



Shareholders' voting rights on the EGM will be determined based on the 

shareholders list from the Estonian Central Depository for Securities, as 

of 27.07.2000 at 15:00.

Registration of EGM attendants will begin 30 minutes before the beginning of 

general meeting.





Arho Anttila arho@xxl.ee

chief executive

+372 65 07 500