PTAAT: Commentary to the Notice Convening the Annual General Meeting of Shareholders

On 13 April 2007, PTA Group AS („PTA”) announced that the management of the
company is contemplating a possible listing of PTA's shares on the Warsaw Stock
Exchnage. At this time, the listing of PTA on the main market of the Warsaw
Stock Exchange, combined with an offering of its shares in Poland, is under
preparation. The listing and the offering are being prepared in cooperation
with Alta Capital Partners, the principal shareholder of PTA, and with the
assistance of Unicredit CA IB Polska and Suprema Securities. 

In connection with the above, PTA intends to issue up to 2,052,802 new shares,
bringing the total number of outstanding shares to 40,000,000. In order to
conduct the offering, the management board of PTA proposes to increase the
share capital of the Company by issuing the aforementioned amount of shares to
SIA Alta Capital Partners to replace shares to be sold by the latter in Poland,
with the subscription rights of other shareholders excluded. Shares are
proposed to be issued to the principal shareholder of PTA and not the ultimate
investors in order to enable immediate trading in sold shares after the
conclusion of the offering, circumventing the delay caused by the registration
of the share capital increase in the Estonian commercial register. 

In a notice of the general meeting of shareholders published today, the
management board of PTA proposes to resolve the increase of the share capital
in the course of the annual General Meeting of its shareholders scheduled to
take place on 25 June 2007. 

The exact parameters of the offering of PTA's shares in Poland have not yet
been decided (including inter alia the legal status of the offering, the number
of offer shares and the offer price). Furthermore, the offering and the listing
depend on the approval by the Estonian Financial Supervision Authority of PTA's
offering and listing prospectus and the development by the Estonian and Polish
securities depositories of the solutions necessary to enable dual listing of
Estonian companies in Tallinn and Warsaw. In addition to the above, other
contingencies may cause the listing and/or offering plans to be abandoned. 

Should PTA for any reason decide not to proceed with the current plans, the
principal shareholder of the company has indicated its intention to vote
against the increase of the share capital of PTA during the upcoming annual
General Meeting. 

Regardless of the aforementioned plans or the outcome of the potential listing
and offering, PTA intends to maintain its listing on the Tallinn Stock
Exchange. Should the offering take place, the proceeds of the same will be used
for the development of PTA's retail network and the implementation of its
expansion plans announced earlier. The offering and the listing of PTA's shares
on the Warsaw Stock Exchange is also expected to significantly contribute to
the liquidity of the shares. 

PTA will publish further information on the above as soon as it becomes
available. 


Peeter Larin
PTA Grupp AS
Chairman of the Management Board
Tel +372 6 710 700