FAKTO

ANNOUNCEMENT



TARGET COMPANY'S OPINION ON TAKE-OVER BID



The current opinion is compiled in accordance with the Tallinn Stock 

Exchange Rules for Take-over Bids (chapter 6.1).



AS FAKTO (hereinafter "Target Company") is of the opinion that:



1. Chairman of the Target Company’s Supervisory Board is authorized 

to act on behalf of the Offeror in all legal and business activities. 

Other members of the Target Company's Management and Supervisory 

Boards do not have any contracts and other connections with the 

offeror.



2. Members of the Target Company's Management and Supervisory Boards 

were not elected or appointed by the offeror or upon the offeror's 

proposition.



3. There is no conflict of interests between the members of the 

Target Company's Supervisory Board and Management Board concerning 

the take-over bid, thus the Target Company has had no grounds to 

apply methods for minimizing possible conflicts resulting from the 

conflict of interests.



4. Take-over bid does not have a substantial influence on the Target 

Company's activities, as the sole owner of the Offeror 

(Autoinvesteeringute OÜ) is Mr. Leho Siimsen, who is also the 

chairman of AS Fakto Supervisory Board. Mr. Siimsen has announced the 

plans to make structural changes in AS Fakto activities. The changes 

will be made in the company’s management, with an aim to improve the 

efficiency of the group’s activities.



5. According to the opinion of the independent members of the 

Supervisory Board (Viivi Kressel, Alar Kiilmaa, Raivo Sternfeld), 

as stipulated in §5.7 of chapter "Listing Rules" of Tallinn Stock 

Exchange Rules and Regulations, the effect of the take-over bid on 

the Target Company's interests and for its employees is positive. 

A large share of the Target Company’s shares were held by Optiva 

Pank, who was seeking a new investor for these shares. With the 

take-over bid the company will prevent the risk that the shares will 

be bought by an unknown investor and uncertainty regarding the 

company’s development.



6. Members of the Target Company's Supervisory Board and Management 

Board intend to accept the take-over bid. Taking into consideration 

the low trading activity in Fakto shares and market situation within 

the past years, the current take-over bid to AS Fakto minority 

shareholders is fair. 



7. There are no agreements between the members of Target Company's 

Supervisory Board and Management Board, which end with, or the 

condition of which for paying a compensation to the members of the 

Supervisory or the Management Board, is making the take-over bid for 

the securities of the Target Company.





Toivo Urva

Management Board chairman

+372 63 89 200