FAKTO

ANNOUNCEMENT



RESOLUTIONS OF SHAREHOLDERS' ANNUAL GENERAL MEETING



Annual general meeting of AS Fakto shareholders was held on 

28.03.2001. 19 shareholders attended the meeting, representing 

a total of 1,609,722 votes or 97.56% share capital.



Resolutions:



Resolution No. 1.

The agenda of annual general meeting of AS Fakto shareholders

was approved as follows:

1. Approval of the 2000 annual report;

2. Profit allocation decision;

3. Appointment of auditor for financial year 2001, remuneration of 

auditor;

4. Amendments to the Articles of Association.



Resolution No. 2.

To adopt 2000 annual report (balance sheet volume EEK 87,149,024 and 

net profit EEK 2,543,839);



Resolution No. 3.

AGM approved the Management Board's profit allocation proposal as 

follows:

To mandatory reserve account: EEK 127,192 (i.e. 1/20 of 2000 net profit);

Pay in dividends: EEK 11,550,441 (EEK 7.00 per share);

Pursuant to the Income Tax Act (subsection 50 (1)) the Board of AS Fakto 

made a proposal to resident natural persons or non-residents receiving 

dividend payments to pay the income tax on respective payments.

Dividend payments paid to resident natural persons or non-residents

will be decreased by income tax.

The AGM approved the proposal.

Thus, retained earnings will amount to EEK 634,908 after dividend payments 

and provisions to the mandatory legal reserve.

        

Resolution No. 4.

To appoint Toomas Villems of T.VILLEMSI Audiitorbüroo audit 

AS Fakto financial reports in year 2001. 

To remunerate the auditor in accordance with the price list of 

T.VILLEMSI Audiitorbüroo.



Resolution No. 5.

To amend the Articles of Association as follows:

Article 5. Company's scope of activity is:

- investing in other companies in the car sales business, 

and management of respective investments;

- asset management;

- transportation services;

- factoring and leasing.



Article 50. The Board of the Company shall consist of 1 to 3 members. 

Members of the Board are selected by the Council for three-year terms. 



Article 56. Chairman of the Board is selected by the Council.



Article 69. The Council of the Company shall consist of 3 to 5 members. 

Members of the Council are selected for five-year terms. 

The Council shall elect a chairman and vice-chairman from among themselves. 

Election and recall of the Council members shall be carried out by 

the Company's Annual General Meeting of shareholders. A person to 

be elected member of the Council has to present a written consent.



Decisions were made unanimously.





Toivo Urva

Board chairman

+372 6 389 200