PRO KAPITAL

ANNOUNCEMENT



ACQUISITION OF DOMINA MANAGEMENT



On 06.10.2000 the Management Board of Domina Hotel e Comproprieta 

Alberghiere S.p.A (Domina HCA), the subsidiary of AS Pro Kapital 

Grupp, decided to acquire full holding in Domina Management AS. The 

price of the transaction is EEK 5 (five) million. The sellers are 

Mr. Aare Jaanus (private person, Management Board member of Domina 

Management), and a company, which is connected with Pro Kapital 

Group's  Supervisory Board chairman and core investor Ernesto 

Preatoni.



This transaction can be treated as transaction between connected 

parties under the Tallinn Stock Exchange Rules and Regulations. 

However, when taking into consideration the acquisition price of the 

shares and issuer's turnover, and assets and equity volume, the 

current transaction is not considered as substantial.



Domina Management operates the residence hotel Ilmarine Residence, 

which is located in Tallinn. The turnover of Domina Management 

during the first eight months of this year was EEK 8.5 million and 

profit EEK 3.5 million. The company's assets volume stood at EEK 6.7 

million and share capital EEK 1.7 million. 



The purpose of acquisition of AS Domina Management is to expand the 

hotel and real estate management related activities of Domina Hotel e 

Comproprieta Alberghiere to Estonia, other Baltic countries, and in 

the future also in Russia. Thus far Domina Hotel e Comproprieta 

Alberghiere has been active in these fields in Italy, Egypt and 

Africa.



Domina Management currently operates Ilmarise Residence in Tallinn, 

which contains 49 suites. However, the company plans to expand its 

activities in the Baltic countries in the near future. In November 

this year Pro Kapital Vilnius Real Estate will open a fully renovated 

building in the capital of Lithuania; this building will have 24 

luxury apartments with general area of 2,180 m2, and the apartments 

are to be managed and rented out by Domina Management under Domina 

group's new trademark "Domina Luxury Apartments". Pro Kapital Vilnius 

Real Estate invested USD 3.25 mln (approximately EEK 58.5 mln) to 

renovate and decorate the building.



The company has also started the preparations for launch of a similar 

project on "Jegorov estate" buildings (located in Raekoja square in 

Tallinn Old Town) in spring 2002. The building will have altogether 

57 apartments, with general area of 6,880 m2. The owner of the 

building is a foreign investor, who plans to fully renovate the 

building. Domina Management will manage and rent out the apartments 

under a management contract, under "Domina Luxury Apartments" 

trademark.



Domina Management will also become the operator of a residence hotel 

to be opened in August 2001 in Tallinn (Vana-Posti St. 13), which 

will be similar to Ilmarise Residence. The new hotel will have 68 

rooms, with general area of 3,000 m2. The owner of the building is a 

foreign investor, who plans to fully renovate the building. Domina 

Management will operate the hotel under a management contract.





Additional information:

Aare Jaanus

Manager of AS Domina Management

Tel. +372 614 0900





Ilona Saari

Management Board member

+372 614 4924