TALLINNA KÜLMHOONE

ANNOUNCEMENT



TARGET COMPANY'S OPINION ON THE TAKEOVER BID



The present opinion is composed pursuant to chapter 6.1. 

of the Rules for Takeover Bids of Tallinn Stock Exchange.



Tallinna Külmhoone AS (hereinafter "Target Company") is of the

opinion:

1.Members of the Target Company's Supervisory and Management

Boards do not have any contracts with AB Kauno Pieno Centras

(hereinafter "Offeror") nor any other connections with the 

Offeror, save the Supervisory Board members Björn G. Gillberg, 

Christoffer Kurpatow, Arvydas Strumskis, Pranas Dailide, Jolanta 

Dailidiene, Margus Puust and Anatoli Bekergun who are all members

of the Offeror's Supervisory Board. Members of the Supervisory and 

Management Board are not direct shareholders of the Offeror.

However, some members of the Supervisory and Management

Board own shares in Offeror through legal entities.

2.Members of the Target Company's Management Board are not elected

or appointed by the Offeror or upon the Offeror's proposition.

Members of the Target Company's Supervisory Board Björn G. Gillberg,

Christoffer Kurpatow, Arvydas Strumskis, Pranas Dailide, Jolanta 

Dailidiene and Anatoli Bekergun are elected upon the Offeror's 

proposition.

3.Members of the Target Company's Supervisory and Management

Boards have no conflict of interest concerning the takeover bid.

Thus, the Target Company has had no need to exercise any methods

for minimizing possible conflicts resulting from the conflict of 

interests.

4.The influence of the takeover bid on the Target Company's activities

is beneficial enabling full integration of the Target Company with

the Offeror's group. The Offeror has confirmed it does not 

anticipate any changes in the employment relationships with 

the Target Company's management and employees in connection with

the takeover bid.

5.There are no independent members in the Target Company's 

Supervisory Board. Members in the Target Company's Supervisory 

Board consider the terms of the take-over bid to be fair and 

reasonable and consequently recommend that the shareholders 

should accept the Offer. Pursuant to the reasoning of item 4 above, 

the members of the Supervisory Board are of the opinion that

the takeover is beneficial both to the interests of the Target

Company as well as to its employees.

6.Members of the Supervisory and Management Boards do not own 

shares in the Target Company, thus do not participate in the 

acceptance of the Offer.

7.There are no contracts signed between the Target Company and 

the members of the Supervisory and Management Boards stipulating 

the takeover bid for the Target Company's securities to be 

the condition for termination of a respective contract, or for 

payment of compensation to the members of the Supervisory or 

Management Boards.





Evald Karu

Management Board member

+372 605 7800