Baltika                        ANNOUNCEMENT                          29.11.2004



AS  B A L T I K A



CONVOCATION NOTICE OF EXTRAORDINARY  MEETING OF

SHAREHOLDERS



AS BALTIKA, seat Veerenni 24, Tallinn, calls the extraordinary general meeting of

shareholders, which will be held at 15.00 on 07 December 2004 in the office of AS

Baltika at Veerenni 24, Tallinn.

Registration of participants begins on the spot at 14.30.



Agenda of extraordinary general meeting:

   1.  Amendments of the Articles of Association



- to consider that number of the members of the Supervisory Council is from three

to five members

- to consider that the members of the Management Board is from three to seven

members



Other amendments will be represented in the shareholders meeting



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

   the election of the new member of the Supervisory Council



    - to elect the Supervisory Council of AS Baltika with four members

    - to elect the new 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



   3.  Remuneration of the members of the Supervisory Council.

   4. Issuance of the convertible bonds.



    - to continue existing convertible bonds-program and issue 200 000 D-

      convertible bonds . The entire issue shall be offered for subscription to

      top-management and also to foreign consultants and is one part of key-

      persons  motivation program.





Documents requested for participation:

* Shareholders who are natural persons are requested to present an identity

document; representatives must present a power of attorney;

* Representatives of shareholders who are legal persons are requested to present

a copy of the valid commercial register card and an identity document;

representatives acting under a power of attorney are also requested to present

the power of attorney.





The Management Board of AS Baltika