11.11.2003, Tallinna Farmaatsiatehas, TLN

Tallinna Farmaatsiatehas      NEWS RELEASE                      11/11/2003



DECISIONS OF SHAREHOLDERS' EGM



Extraordinary general meeting (EGM) of shareholders of Tallinna

Farmaatsiatehase AS was held on November 10, 2003 at 14.00 at Hotel Radisson

SAS (Rävala pst 3, Tallinn) in conference centre Cuxhaven+Bremerhaven.



EGM was convened on the request of majority shareholder PJSC Grindeks.

43 shareholders or representatives of shareholders with 1036566 votes

represented by shares, or 82.9253 % of the share capital of Tallinna

Farmaatsiatehase AS, were present.



In the agenda were following subjects:



1. Opening of the meeting. Election of the meeting’s Chairman,

recorder and poll committee.



It was resolved to elect Ilmar Straus chair of the General Meeting.

For: 99666 votes, 21 Shareholders, 96.151 % of those who had been registered.

Abstained: 39900 votes, 22 Shareholders, 3.849 % of those who had been

registered.



It was resolved to elect Aiki Veenpere recording secretary of the meeting.

For: 99666 votes, 21 Shareholders, 96.151 % of those who had been registered.

Abstained: 39900 votes, 22 Shareholders, 3.849 % of those who had been

registered.



It was resolved to elect Indrek Vaheoja member of the vote-counting committee.

For: 99666 votes, 21 Shareholders, 96.151 % of those who had been registered.

Abstained: 39900 votes, 22 Shareholders, 3.849 % of those who had been

registered.



2. Approving the rules and regulations of the meeting



It was resolved to approve the rules and regulations of the General Meeting

of Tallinna Farmaatsiatehase AS.

For: 981174 votes, 17 Shareholders, 94.656 % of those who had been

registered.

Remained undecided: 15467 votes, 3 Shareholders, 1.492 % of those who had

been registered.

Abstained: 39925 votes, 23 Shareholders, 3.852 % of those who had been

registered.



3. Approval of the agenda of the meeting



It was resolved to approve the 7-item agenda of the General Meeting set out

in the notice calling the General Meeting.

For: 978110 votes, 16 Shareholders, 94.361 % of those who had been

registered.

Remained undecided: 6140 votes, 3 Shareholders, 0.592 % of those who had been

registered.

Abstained: 52316 votes, 24 Shareholders, 5.047 % of those who had been

registered.



4. Amendment to the License Agreement between Tallinna Farmaatsiatehase

AS and PJSC Grindeks.



It was resolved to approve the Amendment to the  License Agreement between

Tallinna Farmaatsiatehase AS and PJSC Grindeks in accordance with the version

of the agreement signed on October 27, 2003

For: 150651 votes, 2 Shareholders, 64.138 % of those who had been registered

to the present clause of the agenda

Against: 84209 votes, 39 Shareholders, 35.851 % of those who had been

registered to the present clause of the agenda

Abstained: 25 votes, 1 Shareholder, 0,001 % of those who had been registered

to the present clause of the agenda



Abstained: 801681 votes, 1 Shareholder, 77,340 % of those who had been

registered (PJSC Grindeks).



5. Conclusion of the Agreement for the Sale of Intellectual Property and

Know-How.



It was resolved to approve the Agreement for the Sale of Intellectual

Property and Know-How between Tallinna Farmaatsiatehase AS and PJSC Grindeks

in accordance with the version of the agreement signed on October 27, 2003

For: 150651 votes, 2 Shareholders, 64.138 % of those who had been registered

to the present clause of the agenda

Against: 84234votes, 40 Shareholders, 35.862 % of those who had been

registered to the present clause of the agenda



Abstained: 801681 votes, 1 Shareholder, 77,340 % of those who had been

registered (PJSC Grindeks).



6.  Amendment to the Loan Agreement between Tallinna Farmaatsiatehase AS and

PJSC Grindeks.



It was resolved to approve the Amendment to the Loan Agreement between

Tallinna Farmaatsiatehase AS and PJSC Grindeks in accordance with the version

of the agreement signed on October 27, 2003

For: 150651 votes, 2 Shareholders, 64.138 % of those who had been registered

to the present clause of the agenda

Against: 83593 votes, 39 Shareholders, 35.589 % of those who had been

registered to the present clause of the agenda

Remained undecided: 641 votes, 1 Shareholder, 0.273 % of those who had been

registered to the present clause of the agenda



Abstained: 801681 votes, 1 Shareholder, 77,340 % of those who had been

registered (PJSC Grindeks).



7. Other.

There were no more questions





Comment on decisions



The following decision has been made regarding the Amendment to the  License

Agreement between Tallinna Farmaatsiatehase AS and PJSC Grindeks:



- to annul the amendments of 25.07.2003 Extraordinary general meeting of

shareholders and in new wording will be imposed following financial

settlements of accounts.PJSC Grindeks has remitted to the account of Tallinna

Farmaatsiatehase AS 852 436 EUR which cancelled the debt of Tallinna

Farmaatsiatehase AS to the Sampo Pank. In the amount of 852 436 EUR will be

decreasing the debt of PJSC Grindeks to the Tallinna Farmaatsiatehase AS for

the sold product (ointments, ampoules and royalty of tablets).



The following decision was made regarding two other subjects on the agenda:



- the License Agreement will be terminated and the Agreement for the Sale of

Intellectual Property and Know-How between Tallinna Farmaatsiatehase AS and

PJSC Grindeks will be concluded. According to the new agreement Tallinna

Farmaatsiatehase AS will sell the dossiers of products and know-how and two

trademarks of tablet production (Cyclodol and Nifetard) to PJSC Grindeks in

amount of 938 920 USD. Mentioned sum (938 920 USD) will go for the

condonation of the loan of Tallinna Farmaatsiatehase AS to the Grindeks.



As a result of these settlement of accounts arrangements Tallinna

Farmaatsiatehase AS doesn`t have any deferred liabilities for Sampo Pank and

parent company PJSC Grindeks. Tallinna Farmaatsiatehase AS will specialize on

the production of  ointments in frames of corporation.

PJSC Grindeks will continue the takeover of  production of tablets and

production of them according to GMP requirements.



The representative of majority shareholder PJSC Grindeks Mr. Valdis

Jakobsons, the Chairman of the Board mentioned that the one-time

participation of the parent and subcompany on the Stock Exchange is not

common practice. In short run PJSC Grindeks will make a decision to buy out

the shares of Tallinna Farmaatsiatehase AS held by minority shareholders,

relevant offer will be made.





Ibraim Muhtsi

Director

06120201