PRO KAPITAL

ANNOUNCEMENT



RESOLUTIONS OF SHAREHOLDERS' ANNUAL GENERAL MEETING



The annual general meeting of AS Pro Kapital shareholders was held on 

11.04.2000 in Ilmarise Residence, Tallinn. 

Altogether 9 shareholders and their proxies attended the AGM, 

representing a total of 75.4% of total votes represented by shares, 

thus the AGM was competent to pass resolutions.  



The AGM made the following resolutions:		 



1. to approve the 1999 annual report, as compiled by the Management 

Board of AS Pro Kapital in accordance with the laws of the Republic of 

Estonia, at net loss of EEK 1,872,788 and balance sheet size EEK 

746,712,472 (as at 31.12.1999); to approve the 1999 annual report, as 

compiled by the Management Board of AS Pro Kapital in accordance with 

international accounting standards, at net profit of EEK 2,800,750 and 

balance sheet size EEK 1,041,181,141 (as at 31.12.1999).



2. not to pay dividends, due to loss posted in 1999.



3. to appoint Villu Vaino (auditor certificate No. 404) of Deloitte & 

Touche Eesti AS to audit the company's financial reports



4. to increase the company's share capital through issue of new shares 

by EEK 144,000,000 to EEK 369,000,000, due to the request of the 

shareholders of Domina Hotel e Comproprieta' Alberghiere S.p.A. 

(address Via Andrea Maffei n.1, Italy) to subscribe for AS Pro Kapital 

shares on possible issue of AS Pro Kapital share. 



5. in order to increase share capital, to issue EEK 14,400,000 nominal 

shares at par value of EEK 10 per share.



6. the shares to be issued will be acquired in return for non-monetary 

payment, whereas each Pro Kapital share to be issued will be exchanged 

for five Domina Hotel e Comproprieta' Alberghiere S.p.A. shares. The 

shareholders of Domina Hotel e Comproprieta' Alberghiere S.p.A. will 

make a non-monetary payment to Pro Kapital by transferring all shares 

of Domina Hotel e Comproprieta' Alberghiere S.p.A. in accordance with 

the aforementioned exchange rate. Non-monetary payment will be made to 

Pro Kapital before submission of application to the Commercial Registry 

to register the share capital increase, but not later than on 

01.09.2000. 



7. as the shares will be paid for in non-monetary form, the current

shareholders of Pro Kapital do not hold the pre-emptive subscription 

right to shares to be issued. The subscription period will last from

01.05.2000 until 15.05.2000 at the location of Pro Kapital (Narva St. 

13, Tallinn).



8. to authorize the Management Board of Pro Kapital to extend the 

subscription period, or to cancel the unsubscribed shares, in 

accordance with the provisions of Commercial Code.



9. to change the company's business name and to approve the company's 

new business name "Pro Kapital Grupp ltd.".



10. to amend the company's Articles of Association and to approve the 

new redaction of the company's Articles of Association. 



11. to elect the following people to the company's Supervisory Board:

Ernesto Preatoni, domiciled in Tallinn;

Enn Roose, domiciled in Tallinn;

Vincenzo Presti, domiciled in Milano.





Andrus Laurits

CEO, Pro Kapital

+372 61 44 920