Tallinna Börs                 NEWS RELEASE                      12/24/2003



COMMITTEE'S DECISION ON FARMAATSIATEHAS



DECISION OF LISTING AND SURVEILLANCE COMMITTEE OF TALLINN STOCK EXCHANGE 

ON VIOLATION OF INFORMATION DISCLOSURE REQUIREMENTS BY TALLINNA 

FARMAATSIATEHASE AS



At its meeting of 18 December 2003, the Listing and Surveillance Committee of 

the Tallinn Stock Exchange reviewed the circumstances identified and 

materials collected in the course of supervisory proceedings carried out with 

respect to Tallinna Farmaatsiatehase AS (hereinafter "Farmaatsiatehas"). 



Considering the materials submitted and having reviewed the explanations 

given by the Farmaatsiatehas, the Listing and Surveillance Committee of the 

Stock Exchange



concluded the following.



1. The Farmaatsiatehas should have disclosed the important materials 

concerning the agenda of the special general meeting together with the notice 

of the general meeting.



Therefore, we have to assume the position that the Farmaatsiatehas has not 

fully performed the obligations arising from clauses 1.2.1, 2.4.1, and 7.2.1 

of the "Requirements for Issuers" (hereinafter RI) part of the Rules and has 

disclosed incomplete information. The Farmaatsiatehas has violated the 

obligations set out in the RI, which require an issuer to disclose all the 

important materials concerning the agenda of a general meeting. This 

requirement can be classified as important, particularly considering the fact 

that it was a special general meeting whose agenda included major 

transactions with persons connected to the issuer. Compliance with the 

requirements makes it possible to ensure that transactions are made in a 

uniform manner and on the basis of publicly known information, thus securing 

the lawfulness and regularity of trading and the transparency and reliability 

of the market.



2. Violation by the Farmaatsiatehas of its obligations has been evidenced, as 

assessed by the Listing and Surveillance Committee of the Stock Exchange, by 

the circumstances identified in the course of the supervisory proceedings 

carried out by the Stock Exchange.



3. There are no objective circumstances which would have prevented the 

Farmaatsiatehas from duly and timely performing its obligations in the 

disclosure of materials about the issues discussed at its special general 

meeting.



4. There are sufficient grounds to apply the legal remedies within the 

competence of the Stock Exchange to the Farmaatsiatehas.



Proceeding from the above, the committee concluded that the activities of the 

Farmaatsiatehas have been contrary to the provisions of clauses 1.2.1, 2.4.1, 

and 7.2.1 of the RI. 



Based on the "Agreement on Listing Securities on Tallinn Stock Exchange" 

concluded between the Stock Exchange and the Farmaatsiatehas and guided by 

clauses 10.1 and 10.2 of the "Requirements for Issuers", clauses 4.1.2.1, 

4.3.1, 4.8.1, and 4.8.2 of "Supervision", and clause 2.1 of "Rates of Fines" 

of the TSE Rules, the Listing and Surveillance Committee of the Stock Exchange



decided:



to impose a fine of fifty thousand (50,000) kroons on the Farmaatsiatehas for 

violation of clauses 1.2.1, 2.4.1, and 7.2.1 of the RI. 



Furthermore, the Listing and Surveillance Committee of the Stock Exchange 

once more calls the issuer’s attention to the need to perform its obligations 

under the Rules more carefully.



The Listing Committee of the Stock Exchange also informs the Farmaatsiatehas 

of its right to contest this decision of the Listing and Surveillance 

Committee of the Stock Exchange and to refer the dispute for settlement to 

the Tallinn Stock Exchange Arbitration Court. According to clause 4.8.4 of 

the "Supervision" part of the TSE Rules, the filing of an action with the 

Stock Exchange Arbitration Court does not exempt the Farmaatsiatehas from 

payment of the fine by the deadline hereby set.



This decision is subject to disclosure according to the procedure set out in 

clause 4.8.12 of the "Supervision" part of the TSE Rules.



The decision together with a summary of the supervisory proceedings conducted 

by the Stock Exchange shall be forwarded to the Financial Supervision 

Authority in accordance with clause 4.8.13 of the "Supervision" part of the 

TSE Rules.





Tallinn Stock Exchange

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