Atnaujinta: 2024.07.22 01:12 (GMT+3)

NOTIFICATION OF TAKE-OVER BID

2004.01.16, Estiko, TLN

Estiko NEWS RELEASE 01/16/2004

NOTIFICATION OF TAKE-OVER BID

According to the rules of takeover bids, AS Rondam, registry code 10086617,
address Riia mnt 132 Tartu 51014, makes a takeover bid to all shareholders
of AS Estiko, 10000356, address Tehase 16 Tartu 50107, to buy all AS Estiko
shares in their possession on the following conditions:


Shares and their number:

The takeover bid includes all AS Estiko shares (hereinafter referred to as
the Shares) not in the possession of AS Estiko, AS Rondam or persons
connected with them, i.e. 371 463 shares.
E-shares issued by AS Estiko are freely transferable ordinary shares listed
on Tallinn Stock Exchange. The nominal value of each E-share is 10 EEK and
one share equals one vote. The total number of Shares issued is 5 978 146.
In addition, AS Estiko has issued 6 920 B1 preferred shares which do not
give votes and have fixed interests. 1 240 of these are in the possession of
31 private shareholders. B1 preferred share is a share without voting
rights, guaranteed dividends on which are 6 to 15 per cent of its nominal
value a year according to the decision of the general meeting. The value of
the share remains nominal and if the owner wants the public limited company
to buy it back, it is bought for the nominal value. The nominal value of B1
preferred share is 10 EEK.


Term of the takeover bid:

The takeover bid is valid from 6 January 2004 to 5 p.m. on 3 February 2004.


Takeover bid price and method of payment:

13.40 EEK an E-share and
10.00 EEK a B1 preferred share
to be paid by bank transfer on Value Date.


Value Date:

5 February 2004


To sell their E-shares, shareholders should turn to the bank where their
securities account is and register the transaction order of selling shares
to AS Rondam no later than 5 p.m. on 3 February 2004.

All owners of B1 shares should go to the office of AS Estiko no later than 5
p.m. on 3 February 2004 to conclude a written sales contract. AS Estiko acts
as an authorised representative of AS Rondam in buying the B1 shares during
the term of the takeover bid.

The money for the shares shall be transferred to shareholders’ bank account
on the Value Date, i.e. 5 February 2004.

The number of AS Estiko E-shares controlled by AS Rondam is 5 607 923.
Neinar Seli, who has 100 per cent of AS Rondam shares, is a person acting in
Conformance with the Bidder and does not have any AS Estiko shares on the
date of the bid. When the Bid ends, AS Estiko has an intention to terminate
listing of its E-shares on stock exchange.

The present takeover bid has been approved by the Financial Supervision
Authority according to the rules set in the Securities Market Act of Estonia
and rules of takeover bids.

The prospectus for takeover bid at the office of AS Estiko at 16, Tehase
Str., Tartu and at the home page of Tallinn Stock Exchange
<a href='http://www.hex.ee/.' target='_blank'>http://www.hex.ee/.</a>

Additional information:
Ellen Tohvri
Authorised representative of AS Rondam
Tel. +372 7 308 300

< Translation of 2004-01-05 News Release >


Ellen Tohvri
Member of the Board
+372 7 308 300

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