TALLINNA KAUBAMAJA

ANNOUNCEMENT



RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS



Resolutions of 25.04.2001 annual general meeting of Tallinna 

Kaubamaja shareholders:

                                   

1. To approve 2000 annual report of Tallinna Kaubamaja AS, with 

balance sheet at size EEK 506,471,000 as at 31.12.2000, and income 

statement at net profit size EEK 60,389,000 for year 2000.



2. Net profit of Tallinna Kaubamaja AS in year 2000 amounted to EEK 

60,389,000.

Net profit of year 2000 will not be allocated.

To increase retained earnings by EEK 565 000 from reserves.

Pay to shareholders in dividends EEK 10,182,300 or EEK 1.5 per share

from the net profit of 1999.

Dividend payments shall be made on 28.05.2001.

Dividend payments shall be made to persons registered as shareholders 

or usufructuary in the company's shareholders' list as of 28.05.2001

at 8:00 a.m



3. To appoint Urmas Kaarlep of AS PricewaterhouseCoopers to audit 

the company's financial statements in year 2001.

Remuneration of auditor shall be decided by the company's Management 

Board.



4. To amend Articles of Association and approve the new wording 

as follows:



§ 1 article 2 new wording: “The location of the Company is Tallinn, 

Republic of Estonia,”;

§ 2 article 4 to be excluded;

§ 3 article 2 new wording: “The Company's registered shares may be 

freely transferred, pledged or encumbered with an usufruct."

§ 3 article 3 to be excluded;

§ 4 new wording: “The share register is kept in the Estonian Central 

Depository for Securities. The Management Board of the Company shall 

ensure that information provided by law shall be communicated to the 

registrar on time.”;

§ 7 article 1 new wording: “A shareholder shall be liable for any 

damage intentionally caused or caused due to gross negligence to the 

Company, another shareholder or a third person.”;

§ 12 article 1 sub-article 9 to be amended after “deciding the 

transaction” with words “deciding the terms of transaction”;

§ 15 article 1 new wording: “The Management Board has 1 to 6 members.”;

§ 19 article 7 new wording: “The supervisory board shall decide on 

conclusion and terms and conditions of transactions with members of the 

management board and on the conduct of legal disputes with the members 

of the management board. The supervisory board shall appoint a 

representative of the Company for the conclusion of the transactions 

and conduct of the legal disputes.”;

§ 27 article 1 words “from registration of the Company” in the first 

sentence to be excluded.



To approve the new wording of Articles of Association



5. Supervisory Board will determine the form of the share option 

issue.

In case new shares are not issued based on the Supervisory Board decision,

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 share 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 AGM 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.





Toomas Tamsar

Management Board chairman

+372 6 400 200