Tallinna Börs                 NEWS RELEASE                      06/02/2004



COMMENTS ON COMMITTEE'S DECISIONS



TAKEOVER BID OF TALLINNA FARMAATSIATEHAS



Brief summary



In November, Tallinna Farmaatsiatehas announced of the intention of its core 

shareholder AS Grindeks to buy out the shares held by the minority 

shareholders of Tallinna Farmaatsiatehas. The Stock Exchange finds that the 

reasonable term for making a takeover bid is about six months. As no 

information about the bid was published in the meantime, the Stock 

Exchange inquired Tallinna Farmaatsiatehas about the potential time of 

making the bid and the reasons for the delay. Representatives of Tallinna 

Farmaatsiatehas have given contradicting answers to the Stock Exchange’s 

inquiries. Tallinna Farmaatsiatehas has not yet informed its investors of the 

takeover bid, its delay, potential time schedule or other important 

circumstances. The company has thus failed to publish important information 

about the company and its future plans.



Resolution



The Committee imposed a fine of EEK 250,000 on Tallinna Farmaatsiatehas 

and obliged the company to publish information on the takeover bid by 7 

June at the latest.



Comment by Tallinn Stock Exchange



Recent years’ developments in the shareholder structure and operations of 

Tallinna Farmaatsiatehas have led to a situation where the company’s 

continuing presence on the stock market would not be reasonable and a 

voluntary takeover bid to the minority shareholders would be a solution in 

line with good business practice. Confusing and misleading statements about 

the takeover bid and about delisting are not acceptable in such a situation.





PUBLICATION OF SPECIAL AUDIT REPORT OF KALEV



Brief summary



At the request of AS Milestone, a shareholder of Kalev, it was decided to 

conduct a special audit of the company, the summary of which was presented 

at the extraordinary meeting of shareholders on 14 December 2003. AS Kalev 

has not published the special audit report or a summary of important 

information via the information system of the Stock Exchange. AS Kalev 

applied to the Listing and Surveillance Committee for an exception from the 

obligation to publish the said information, as the company claims the report 

to contain its business secret.



Resolution



The Committee decided to grant AS Kalev an exception from the obligation to 

publish the special audit report in full, but obliged the company to publish 

a summary of the major conclusions of the report by 1 June at the latest. The 

Committee also decided to give Kalev a warning for the delay in publishing 

the information.



Comment by Tallinn Stock Exchange



The Stock Exchange finds that reports, contracts and other documents need 

not, as a rule, be published via the information system of the Stock Exchange 

in full. According to the Rules, an issuer is required to publish important 

information concerning its operations and securities. Assessing the 

importance of information and its publication is the duty of the management 

board and supervisory board members of the issuer.



We are drawing the attention of listed companies to the need to exercise 

greater care in publishing important information, which is subject to 

disclosure, to all the shareholders simultaneously and on equal conditions.





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