Andmed seisuga: 22.11.2024 14:10 (GMT+2)

TSE: COMMITTEE'S DECISION ON BALTIKA

23.11.2005, Nasdaq Tallinn, TLN
Tallinn Stock Exchange                 ANNOUNCEMENT                  22/23.11.2005

COMMITTEE'S DECISION ON BALTIKA

On November 17, 2005, the Listing and Surveillance Committee (hereinafter: the
Committee) of the Tallinn Stock Exchange reviewed the circumstances identified
and materials collected in the course of supervisory proceedings carried out with
respect to AS Baltika and decided to give a warning to AS Baltika for violation
of TSE Rules.

Circumstances:

In connection with disclosing the AS Baltika interim report for the third quarter
of 2005, the clause 4.5.2. of the section "Requirements for Issuers"
(hereinafter: RI) of TSE Rules was applicable during September 23 - October 22,
2005 (the Restricted Period). The results of the third quarter of 2005 were
published on October 21, 2005.

On September 28, 2005, Baltic Republics Fund (hereinafter: BRF) sold 2 012 400
shares of AS Baltika as a private offering to Estonian and international
institutional investors (hereinafter: the Transaction). The reason behind
conducting the Transaction was approaching the BRF due date (closing up the BRF)
and related need for disposal of BRF's investments. During the Transaction OÜ
BMIG acquired 250,000 shares of AS Baltika. The owners of OÜ BMIG are AS Baltika
management board members Meelis Milder, Maire Milder, Ülle Järv, Boris
Loifenfeld; AS Baltika supervisory board member Miles Burger and OÜ LVM Projekt,
partially owned by Meelis Milder.

On the day of Transaction, the Restriction Period was applicable to the members
of AS Baltika management and supervisory boards and persons connected with them.
OÜ BMIG and its owners Meelis Milder, Maire Milder, Ülle Järv, Boris Loifenfeld
and Miles Burger did not apply for exception to the restricted period, as
provided in clause 4.5.3 of RI.

Considering the materials submitted, the Committee concluded:

1. The conduct of OÜ BMIG as a person connected with AS Baltika management board
members Meelis Milder, Maire Milder, Ülle Järv, Boris Loifenfeld and AS Baltika
supervisory board member Miles Burger has been contrary to the obligations set
out in clause 4.5.2 of RI. The persons involved regret sincerely their mistake
and applied for an exception to the restricted period after the Transaction.

2. Violation of TSE Rules has been evidenced, as assessed by the Committee, by
the circumstances identified in the course of the supervisory proceedings carried
out by the TSE. There are no objective circumstances that would have prevented
Meelis Milder, Maire Milder, Ülle Järv, Boris Loifenfeld and Miles Burger from
duly performing their obligations. There are sufficient grounds to apply the
legal remedies within the competence of the Stock Exchange.

3. The internal control measures employed by AS Baltika are satisfactory.

4. The use of confidential information in the activities of the members of the
management board (Meelis Milder, Maire Milder, Ülle Järv, Boris Loifenfeld) and
the member of the supervisory board (Miles Burger) has not been established

Background:

According to clause 4.5.2. of RI, members of the management board and the
supervisory board, the auditors and procurators of and Issuer and persons
connected with them are not allowed to effect transactions in the Issuer's
securities for their own account or through an intermediary during a period (the
Restricted Period) starting one week before to the end of the reporting period
and ending one day after the disclosure of the financial results of the Issuer
for the reporting period. If the Issuer is obliged to submit consolidated reports
to the Exchange according to the provisions of these Requirements, the mentioned
period ends on the day following the date of disclosure of the consolidated
reports. For the purposes of these Requirements, a reporting period is understood
as the period during which an Issuer regularly forwards to the Exchange the
balance sheet and/or the income statement of the Issuer or its significant
subsidiaries.

According to clause 4.5.3. of RI, the Listing Committee of the Exchange may grant
exceptions to the restriction set out in clause 4.5.2 of these Requirements on
the basis of a person's written application, if the Listing Committee believes
that the transaction is not effected on the basis of confidential information.

According to clause 4.3.2. of RI, an Issuer is required to inform all the
persons, who, pursuant to RI, are in possession of confidential information, of
the provisions of RI and to require such persons to act in accordance with RI.


Tallinn Stock Exchange
Market Services
+372 640 8800


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