Baltika                      ANNOUNCEMENT                       07.12.2004



Resolutions of extraordinary  meeting of shareholders of AS Baltika



The extraordinary meeting of shareholders of AS Baltika adopted the following

resolutions:



   1. DECISION under item 1 on the Agenda



Amendments to the Articles of Association



1.    To change the Articles of Association of AS BALTIKA as follows:



1.1.  to change the first sentence in article 6.3.2. and to consider that the

      number of the members of the Supervisory Council is from three to five

      members;

      (voting results: in favour: 98.8%, against: 0.17%, undecided: 1.03% of

      registered votes).



1.2.  to change article 6.4.2. and to consider that the number of the members of

      the Board of Directors is from three to seven members, who shall be elected

      by the Supervisory Council with the term of three (3) years;

      (voting results: in favour: 98.8%, against: 1.2% of registered votes)



1.3.  to approve the new text of the Articles of Association and to incorporate

      changes to the clauses 5.5., 6.2.3.(3), 1.3., 6.2.4.,6.4.7 and 6.2.11. due

      to the changes in the law.



      (voting results: in favour: 100% of registered votes).



2. DECISION under item 2 on the Agenda



Determination of the number the members of the Supervisory Council and the

election of the new member of the Supervisory Council



2.1.  To elect the Supervisory Council of AS BALTIKA with four (4) members.



2. To elect the fourth member of the Supervisory Council to be CLAIRE CHABRIER.



      Claire Chabrier is the director of SG AM Private Equity, she does not hold

      shares of Baltika.





      (voting results: in favour: 98.71%, undecided: 1.29% of registered votes).





3. DECISION under item 3 on the Agenda

Remuneration of the members of the Supervisory Council



3.    To adopt starting from 01 December 2004 the fee payable to the members of

      the Supervisory Council in the following amounts:



3.1.   to the Chairman of the Supervisory Council   -ten thousand (10 000) kroons

      per month;

3.2.  to the member of the Supervisory Council      -six thousand (6 000) kroons

      per month.



      (voting results: in favour: 98.67%, against: 1.26%, undecided: 0.07% of

      registered votes).





4. DECISION under item 4 of the Agenda



Issuance of the convertible bonds



4.1. To issue two hundred thousand (200 000) convertible bonds D on the terms and

      conditions as enclosed to this decision.



D-bonds will be issued at the latest on  30  December  2004  under  the  following

conditions:

The D-Bond Holders are entitled to exchange the Bonds to  the  shares  of  Baltika

from 1 July 2006 until 30 September 2006, whereby the share subscription price  is

28.95 kroons, which equals to the  trade  volume  weighted  average  price  of  AS

Baltika on the Tallinn Stock Exchange during the preceding day of trading.

D-Bonds can be exchanged to the shares of Baltika on  condition  that  the  market

value of the share of AS Baltika cannot be less than 45.00 kroons





4.2. The shareholders exclude their pre-emptive right to the subscription of

      convertible bonds and to the subscription of shares if the convertible bonds

      are to be exchanged to the shares.



4.3.  The Board of Directors shall issue the shares and shall exchange the

      convertible bonds to the shares and shall decide thereon on the increase of

      the share capital by the maximum of two million (2 000 000) kroons.



      (voting results: in favour: 98.41%, against: 1.2% of registered votes).





3,575,616 votes were registered for the general meeting, representing 63.99% of

the total number of votes attached to the shares (the total number of votes is

5,587,450).





AS BALTIKA