PRO KAPITAL GRUPP

ANNOUNCEMENT



ABOUT SHAREHOLDERS' EXTRAORDINARY GENERAL MEETING



AS Pro Kapital Grupp (reg. code 10278802, address Narva Rd. 13, Tallinn) 

hereby convenes shareholders' extraordinary general meeting.



The extraordinary general meeting of AS Pro Kapital shareholders

will be held on 29.06.2001, beginning at 10:00 a.m., in Tallinn, 

Liivalaia St. 33, in Alfa conference room of hotel “Olümpia”.



Agenda:

1)   appointment of chairman and secretary to the meeting;

2)   increase of AS Pro Kapital Grupp share capital;



Management Board proposal to EGM of share capital increase is aimed at 

raising additional capital for economic operations of AS Pro Kapital Grupp. 

Share capital will be increased by EEK 121,861,220 from EEK 348,083,660 to 

EEK 469,944,880.



The share capital will be increased through issue of 12,186,122 nominal 

shares at EEK 10 par value, at price of EEK 20 above par per share. 

Thus, the issue price will be EEK 30 per share.



Management Board proposes cancellation of pre-emptive right for 

subscription of new shares.



The share issue will be directed as follows:



11,602,789 shares will be subscribed by F.V.T. Financial VIP Tourism Ltd, 

located in Vaduz, Liechtenstein, and 583,333 shares will be directed to

the holders of convertible bonds acquired on the basis of AGM resolutions

of 13.01.1999 and 14.04.1999. The list of convertible bond holders 

will be determined according to the data from the securities register 

of the Estonian Central Depository for Securities as of 31.08.2001, 

at 8:00 a.m. Convertible bond holders are entitled to subscribe the

directed issue proportionally to total nominal value of convertible 

bonds in their possession.



Subscription of shares to be issued takes place from 01.09.2001 to 15.10.2001 

at AS Pro Kapital Grupp head offices at 13 Narva St, Tallinn.



Shares to be issued will entitle their holders to dividends for 2001.



Monetary payments for the subscribed shares will be made to the

account of AS Pro Kapital Grupp by 15.10.2001.



Management Board will have a right to extend the subscription period

or cancel shares not subscribed during the subscription period.

Management Board may realize the above mentioned rights within 15 days

after the end of the subscription period.



Persons registered as Pro Kapital Grupp shareholders in the 

Estonian Central Depository for Securities as of 29.06.2001,

at 8:00 AM, have the right to attend the EGM.



All meeting attendants must present an identification document 

(representatives also need to present a proxy); the corporate 

shareholders must present an excerpt from Commercial Registry card 

(representatives also need to present a proxy).





Aivar Pihlak

Board member, PK Group

+372 614 4920