XXL.EE

ANNOUNCEMENT



RESOLUTIONS OF SHAREHOLDERS' EXTRAORDINARY GENERAL MEETING



AS XXL.EE

Commercial Registry code 10040414

Tartu Rd. 87D

Tallinn





MINUTES OF SHAREHOLDERS' EXTRAORDINARY GENERAL MEETING

28.07.2000.



The extraordinary general meeting of shareholders was held at the 

offices of AS XXL.EE (address Pärnu rd. 139, Tallinn), on 28.07.2000, 

beginning at 18:00.



ATTENDANTS:



AS XXL.EE share capital volume is EEK 10,000,000, divided between 1,000,000 

shares with EEK 10 par value. 

The EGM was attended by OÜ CC Computer (represented by Andres 

Rätsepp) and Cresco Väärtpaberite AS (represented by Andres Rätsepp). 

The meeting attendants represented altogether 511,536 votes, 

accounting for 51.15% of total votes represented with shares, thus 

the EGM was eligible to pass resolutions.



List of shareholders is annexed to the current minutes.



AGENDA:



1. appointment of chairman and secretary to the meeting;



2. cancellation of resolutions made by 18.06.2000 extraordinary 

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



3. management's report about activities in 1999 and 2000 financial 

years;



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

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

and issue price.		 



5. increase of AS XXL.EE share capital;





RESOLUTIONS:



1. The shareholders decided to appoint Arho Anttila to chair the AGM, 

and Märt Viitas to record the AGM minutes.



2. Based on the Supervisory Board's proposals, the shareholders 

decided:



to cancel the resolution made by 18.06.2000 extraordinary general meeting 

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



3. Share issue



Based on the Supervisory Board's proposals and article 2 of section 1 

of § 298 of the Commercial Code, the shareholders decided: 



3.1. AS XXL.EE share capital will be increased by EEK 15,000,000 to 

EEK 25,000,000 through issue of 1,500,000 new shares at EEK 10 par 

value.



3.2. The current shareholders will not be granted a pre-emptive right 

to subscribe for shares to be issued.



3.3. Subscription period is 28.07.2000 to 11.08.2000. Subscription 

will take place at the offices of AS XXL.EE (Pärnu Rd 139, Tallinn).



3.4. Payment for the subscribed shares will take place by 11.08.2000.



3.5. The payment for shares will take place in monetary form in 2/3 

part (at least 1,000,000 shares), to the company's account at 

Hansapank (code 767) No. 221001123451, and in 1/3 part (up to 500,000 

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. 



3.6. Management Board will have a right to extend the subscription 

and payment period.



3.7. The shares to be issued will entitle the shareholders for 

dividends for financial year 2000.





All decisions were made unanimously.





Arho Anttila arho@xxl.ee

chief executive

+372 65 07 500