TALLINNA KAUBAMAJA

ANNOUNCEMENT



SHAREHOLDERS' ANNUAL GENERAL MEETING



Annual general meeting of Tallinna Kaubamaja AS shareholders will 

be held on 25.04.2001, beginning at 10:00 a.m., at Tõnismägi 2, 

Tallinn (small conference hall of National Library).

 

Registration of AGM attendants will take place from 9:30 a.m. to 9:50 a.m.

 

Agenda:



1. Approval of Tallinna Kaubamaja AS 2000 annual report. 



2. Profit allocation.

In 2000 Tallinna Kaubamaja AS earned EEK 60.4 mln net profit.

 

In accordance with the Supervisory Board, the Management Board will 

make a proposal to allocate profit as follows:



Net profit of year 2000 will not be allocated;

Provisions to reserve capital from other reserves EEK 565,000;

Dividends will be paid from the profit of 1999, i.e. EEK 

1.5 per share; 

Dividends will be paid on date determined by the AGM.

Dividends will be paid to persons registered as shareholders or 

holders of usufruct of Tallinna Kaubamaja AS in the company's 

list of shareholders at the Estonian Central Depository for Securities 

on the date of dividend payment.



3. Appointment and remuneration of auditor.



4. Amendments to Articles of Association.



5. Approval of share option terms.

Supervisory Board proposal to AGM:

Supervisory Board will determine the form of the share option 

issue, either issue options for currently outstanding shares 

or new shares to be issued.

In case new shares are not issued share options will be 

issued as follows:

- Based on the Management Board proposal Supervisory Board will

determine the list of legitimate persons and the number of 

share options to be issued.

- Executive management and members of the Management Boards of 

Tallinna  Kaubamaja AS and its subsidiaries have the right 

to subscribe for shares.

- Duration of the option period is three years.

- Tallinna Kaubamaja AS will issue total of 678,820

share options, whereas each option entitles its holder to 

one share. 

- Each subscriber has the right to subscribe up to 170,000

share options.

- Option exercising price is the average weighted price 

of acquired shares.

- Dividend per share for 2001, 2002, 2003, 2004  

will be deducted from the option exercising price.

- 30% of the option will be realized in the first year,

30% in the second year and 40% in the third year.

- Legitimate persons are entitled to buy out the shares 

in one year period after the AGMs of years 2002, 2003, 

and 2004.

In case of new share issue share options will be issued 

as follows:

- Up to 678,820 shares will be issued on maturity date if 

all persons who have the subscription right fully realize 

their share options.

- Option exercising price is the average weighted price 

of the Tallinna Kaubamaja share at the Tallinn Stock 

Exchange on the day prior to the day of AGM. In case 

no transactions were made during that day exercising 

price will be the average weighted price of the 

Tallinna Kaubamaja share on the last trading day.

- Shares to be issued entitle the shareholders for dividends

from the share issue and onwards.

- To exclude shareholders' pre-emptive right for subscription 

for new shares to be issued.



Documents to be submitted for registration:



- individual shareholder - identification document;

- representative of individual shareholder - written proxy and 

identification document;

- representative of corporate shareholder - valid and verified 

excerpt from Commercial Registry card, identifying person's right 

to represent a shareholder (legal proxy), and representative's 

identification document or proxy, and representative's 

identification document (documents of corporation registered abroad 

must be legalized at the Estonian Ministry of Foreign Affairs or 

Estonian representations abroad).

 

Accepted identification documents: passport or other photo-bearing 

identification document with name and personal code and name of 

issuing state institution.

                            

As of 09.04.2001 the 2000 annual report is available at Tallinna 

Kaubamaja AS secretariat (address Pärnu mnt 238, IV floor, Tallinn) 

during workdays at 9:00-15:00.





Toomas Tamsar

Management Board chairman

+372 6 400 200