The Management Board of PTA Grupp AS (reg. code 10175491, seat Akadeemia tee 33, Tallinn, hereinafter also as the “Company”) hereby notifies that there were 26 214 022 votes (69.08% of total votes represented by the shares of the Company) represented at the General Meeting of Shareholders which took place on June 25, 2007 at the seat of the Company at Akadeemia tee 33 in Tallinn, Republic of Estonia. The General Meeting of Shareholders adopted the following resolutions: 1. Approval of the annual report for 2006 The General Meeting of Shareholder of the Company decided: To approve the annual report of the Company for the financial year 01.01.2006 - 31.12.2006. Tabulation of votes: In favour: 26 214 022 votes 100,0 % of the votes represented at the meeting Against: 0 votes 0% of the votes represented at the meeting Impartial: 0 votes 0% of the votes represented at the meeting Did not vote: 0 votes 0% of the votes represented at the meeting 2. Increasing the share capital and excluding the pre-emptive right of the shareholders to subscribe for the new shares The General Meeting of Shareholders decided to increase the share capital on the following conditions: 1) To increase the share capital of PTA Grupp AS by an issue of new shares and to issue 2,052,802 (two million fifty-two thousand eight hundred and two) new common shares of PTA Grupp AS with the nominal value of ten (10) Estonian kroons per share, as a result whereof the share capital will be increased by 20,528,020 (twenty million five hundred twenty-eight thousand and twenty) Estonian kroons. As a result of the increase of the share capital, the new amount of the share capital will be 400,000,000 (four hundred million) Estonian kroons (unless not all new shares are subscribed during the subscription period and non-subscribed shares are cancelled by the Management Board of the Company). 2) To grant the pre-emptive right to subscribe for all the new shares only to SIA Alta Capital Partners (limited liability company incorporated under the laws of the Republic of Latvia, reg. code 40003682396, address Rigas rajons, Marupes pagasts, Marupe, Karla Ulmana gatve 119, 2 stavs, LV-2167, Latvia). By granting the pre-emptive right to subscribe for shares only to SIA Alta Capital Partners, the pre-emptive right of all the shareholders of PTA Grupp AS to subscribe for the new shares to be issued is hereby excluded. SIA Alta Capital Partners is entitled to assign the rights and obligations of the subscriber to third person under § 2261 of the Commercial Code or to dispossess and transfer the pre-emptive right to subscribe for the new shares to third persons (on the same conditions as a transfer of share) under § 345 lg 11 of the Commercial Code. 3) The new shares can be subscribed for during the period from July 15, 2007 to August 15, 2007 (included) at the seat of the Company at the address Akadeemia tee 33, Tallinn, Republic of Estonia or by submission of a respective written request to the Management Board of the Company. The Management Board of the Company is hereby entitled to extend the period of subscription or cancel the shares that will not be subscribed for within the period of subscription. The Management Board can exercise said rights within 15 days after the end of the subscription period (§ 347 (3) of the CC). 4) If by the increase of the share capital, shares will be subscribed to the full extent of the increase of the share capital, the Supervisory Board of the Company may decide to end the subscription for the shares before the expiry of the term set out in the resolution on the increase of the share capital. 5) The new shares shall be issued at a premium, which will be determined by the Supervisory Board under § 342 7) of the Commercial Code before the commencement of the subscription period, whereas the minimum amount of the share premium is at least 52.5864 Estonian kroons per share. The issue price per share shall be equal to the nominal value of the share (i.e. 10 Estonian kroons per share) together with the share premium determined by the Supervisory Board. 6) The new shares shall be paid for by monetary contributions by making transfer to the bank account of the Company. The monetary contributions shall be transferred to the bank account of the Company not later than by the end of the subscription period, i.e. by August 15, 2007 (included). Should the Management Board of the Company decide to extend the subscription period pursuant to § 347 (3) of the CC, the term of transfer of the monetary contributions to the Company shall extend up until the end of the subscription period. 7) The new shares will entitle the shareholders to receive dividends for the financial year which started on January 1, 2007. Tabulation of votes: In favour: 26 214 022 votes 100,0 % of the votes represented at the meeting Against: 0 votes 0% of the votes represented at the meeting Impartial: 0 votes 0% of the votes represented at the meeting Did not vote: 0 votes 0% of the votes represented at the meeting 3. Election of the auditor of PTA Grupp AS and determining the auditor's remuneration procedure The General Meeting of Shareholders decided: 1) To elect KPMG Baltics AS (reg. code 10096082) to serve as the auditor of PTA Grupp AS; 2) To determine the auditor's remuneration procedure in accordance with the valid price list and price offer of KPMG Baltics AS. Tabulation of votes: In favour: 26 214 022 votes 100,0 % of the votes represented at the meeting Against: 0 votes 0% of the votes represented at the meeting Impartial: 0 votes 0% of the votes represented at the meeting Did not vote: 0 votes 0% of the votes represented at the meeting 4. Procedures regarding possible listing of shares of the Company on the Warszawa Stock Exchange The General Meeting of Shareholders decided: For authorizing the Management Board to conduct a public offering, to seek admission and introduction of shares, and rights to shares, to trading on the regulated market in Poland, to register the shares (and rights to shares) with the National Depository for Securities, and for authorizing the Management Board to conclude an agreement with the National Depository for Securities and authorising to conclude underwriting agreements, the Management Board of the Company shall be authorized as follows: 1) The Management Board is hereby authorized to take any and all steps necessary to conduct an offering of shares by way of a public offering in Poland. 2) The Management Board is hereby authorised to seek the admission and introduction to trading on the regulated market of the Warsaw Stock Exchange, the existing shares, newly issued shares and rights to newly issue shares, as well as to effect any and all necessary actions in connection therewith. 3) The Management Board is hereby authorized to conclude an agreement with the National Depository for Securities concerning the registration the shares with National Depository for Securities in dematerialized form, and to take any and all other necessary actions. 4) The Management Board is hereby authorized to conclude underwriting agreement on terms and conditions decided by the Management Board. 5) To approve the activities of the Management Board of the Company carried out before this General Meeting regarding possible listing of shares on the Warszawa Stock Exchange. Tabulation of votes: In favour: 26 214 022 votes 100,0 % of the votes represented at the meeting Against: 0 votes 0% of the votes represented at the meeting Impartial: 0 votes 0% of the votes represented at the meeting Did not vote: 0 votes 0% of the votes represented at the meeting Peeter Larin Member of the Management Board PTA Grupp AS Reg. code 10175491 Akadeemia tee 33, Tallinn Tel. +372 6 710 700
PTA: Resolutions of the General Meeting of Shareholders of 25.06.2007
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