HARJU ELEKTER

ANNOUNCEMENT



RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS



The annual general meeting of AS Harju Elekter took place on 

27.04.2000 in Keila. Altogether 124 shareholders and proxies attended 

the meeting, representing a total of 1197764 votes, or 66.54% of 

total votes.



Agenda of AGM:



1) Approval of 1999 annual report of AS Harju Elekter and profit

allocation.

2) Stock dividend issue.

3) Issue of stock options to motivate employees.

4) Appointment of auditors for year 2000;



1. Approval of 1999 annual report of AS Harju Elekter and profit

allocation.



AGM resolved:



1. to approve the 1999 annual report of Harju Elekter, as presented 

by the Management Board and approved by Supervisory Board, whereby 

the balance sheet size of AS Harju Elekter as of 31.12.1999 was EEK 

137,496,664 and net profit for the year was EEK 22,094,954.



For: 1187940 votes, or 99.18% of votes represented at AGM.



2. to approve the profit allocation proposal, as presented by AS 

Harju Elekter Management Board and approved by Supervisory Board:



1) Beginning balance of retained earnings		EEK 44,169,012 

2) Net profit in 1999				  	EEK 22,094,954

3) Net dividends paid to shareholders*   		EEK 5,400,000 

4) Balance of retained earnings			EEK 60,863,966



Dividends will be paid in money, in accordance with nominal value of 

shares held by a shareholder, in the amount of EEK 3 per share.

Dividend payments will be made within one month as of the date of 

AGM, with transfer to shareholder's bank account.

*list of shareholders will be closed for dividend payments on 

12.05.2000, at 8:00 a.m.



For: 1187319 votes, or 99.13 % of votes represented at AGM.





2. Stock dividend issue.



AGM resolved:



Based on the balance sheet size as of 31.12.1999 provided in AS Harju 

Elekter approved annual report, to increase the company's share 

capital volume through stock dividend issue as follows:



1) increase share capital by EEK 36,000,000, from EEK 18,000,000 to 

EEK 54,000,000, through issue of 2 new nominal share per existing 

one share, to account for issue of total of 3,600,000 new shares at 

EEK 10 par value; each share is to entitle to its holder one vote. 

After increase of share capital, Harju Elekter share capital volume 

is EEK 54,000,000; 



2) Harju Elekter shareholders, registered in the company's list of 

shareholders as of 12.05.2000, at 8:00 a.m., are entitled to 

participate in the stock dividend issue; 



3) newly issued shares are to be transferred to the shareholders' 

securities accounts on 12.05.2000;



4) newly issued shares give the shareholders a right to receive 

dividends as from financial year 2000.



For: 1193202 votes, or 99.62% of votes represented at AGM.





3. Issue of stock options to motivate employees.



AGM resolved:



I Aiming to motivate AS Harju Elekter employees, to issue share 

options to AS Harju Elekter employees and executives, and members of 

the Management Boards of its subsidiaries and associated companies, 

on the following conditions: 



1) to issue up to 200,000 options during year 2000, where each 

option entitles its holder to one new share of AS Harju Elekter 

with EEK 10.- par value and sales price pursuant to Tallinn Stock 

Exchange Rules and Regulations (not below average weighted price of 

the share during the preceding stock exchange day). After 

exercising of options the share capital of AS Harju Elekter will 

increase by EEK 2,000,000, accounting for 3.7% of company's share 

capital after stock dividend issue; 



2) options will be of European-style exercise (i.e. option contract 

can be exercised on specified date only), with expiration date of 

two years after date of issue by Supervisory Board of AS Harju 

Elekter; 



3) AS Harju Elekter employees and executives, and members of the 

Management Boards of its subsidiaries and associated companies are 

entitled to receive share options. Total number of shares to be 

issued will be determined by the Supervisory Board, to be published 

in the respective decision to increase share capital. In case of 

oversubscription the Supervisory Board will decide the allocation 

of shares; 



4) each Supervisory Board member has a right to subscribe maximum 

of 5,000 shares;



5) employee will lose to right to exercise share option upon 

leaving the company;



6) options are disposable only through AS Harju Elekter Management 

Board;



7) aiming to avoid uncovered subscription for options, each 

subscriber will pay subscription fee of EEK 1 per share to the 

company, to be shown as non-interest bearing loan to AS Harju 

Elekter and reimbursed upon expiration of or disposal of option 

contract; 



8) newly issued shares give the shareholders a right to receive 

dividends as from the year the option contracts are exercised.



II With regard to issue of share options, to exclude shareholders' 

pre-emptive right for subscription for 200,000 shares to be issued 

based on the Supervisory Board decision. 



For: 1150680 votes, or 96.07% of votes represented at AGM.





4. Appointment of auditors for year 2000.



AGM resolved:



1) Appoint Andris Jegers and Indrek Alliksaar of KPMG Estonia AS to 

audit the financial reports of Harju Elekter in year 2000.



2) the auditors will be remunerated in accordance with the price list 

of KPMG Estonia and in accordance with the budget determined by AS 

Harju Elekter Supervisory Board. 



For: 1194061 votes, or 99.69% of votes represented at AGM.





Andres Allikmäe

Management Board chairman

+372 67 47 400





Lembit Libe

Chief Economist

+372 67 47 412