Dear Shareholder of PTA Grupp AS, The Management Board of PTA Grupp AS (reg. code 10175491, seat Akadeemia tee 33, Tallinn, hereinafter also as the “Company”) invites you to the General Meeting of Shareholders which will take place at 14:00 on June 25, 2007 at the seat of the Company at Akadeemia tee 33 in Tallinn, Republic of Estonia. The Management Board of PTA convenes the General Meeting in accordance with § 291 (2) of the Commercial Code (hereinafter the “CC”). The agenda of the General Meeting, including the issues to be discussed and the proposals of the Supervisory Board of the Company are set out below (§ 294 (5) of the CC). The agenda of the General Meeting approved by the Supervisory Board of the Company is as follows: 1. Procedural issues; 2. Approval of the annual report for 2006; 3. Increasing the share capital and excluding the pre-emptive right of the shareholders to subscribe for the new shares; 4. Election of the auditor of PTA Grupp AS and determining the auditor's remuneration procedure; 5. Procedures regarding possible listing of shares of the Company on the Warszawa Stock Exchange The Supervisory Board of the Company has made following proposals for adopting resolutions at the General Meeting of Shareholders: 1. Approval of the annual report for 2006 The Supervisory Board of the Company has made a proposal to the General Meeting of Shareholders to approve the annual report of the Company for the financial year 01.01.2006 - 31.12.2006. The annual report of the Company for 2006 to be approved at the General Meeting is made available to shareholders before the General Meeting at the seat of the Company at Akadeemia tee 33, Tallinn. The annual report for 2006 is also available from the website of Tallinn Stock Exchange. 2. Increasing the share capital and excluding the pre-emptive right of the shareholders to subscribe for the new shares The management board of the Company is currently making preparations for listing the shares of the Company on the Warszawa Stock Exchange and offering of shares in Poland. Therefore, it has been planned to increase the share capital of the company for arranging and carrying out the offering. The share capital will be increased by the issue of 2,052,802 (two million fifty-two thousand eight hundred and two) new common shares of the Company (A-share, nominal value 10 Estonian kroons per share), as a result whereof the share capital will be increased by 20,528,020 (twenty million five hundred twenty-eight thousand and twenty) Estonian kroons. As a result of the increase of the share capital, the new amount of the share capital will be 400,000,000 (four hundred million) Estonian kroons. Upon the increase of the share capital of the Company, the right to subscribe for the new common shares of the Company will be granted only to the current majority shareholder SIA Alta Capital Partners, and the right of existing shareholders of the Company to subscribe for the new shares shall be excluded. The need for granting the pre-emptive right to subscribe for the new shares and the exclusion of the pre-emptive right of the shareholders of the Company to subscribe for new shares derives from the need to start the organising of the public offering of shares in Poland. SIA Alta Capital Partners will have the right to assign the rights and obligations of the subscriber or to dispossess and transfer the pre-emptive right to subscribe for the new shares to any third persons arranging or organising the public offering of shares in Poland. The new shares in the Company will be subscribed by SIA Alta Capital Partners (or by a third party to whom the right has been assigned by SIA Alta Capital Partners) during the period from July 15, 2007 to August 15, 2007 (included) at the seat of the Company at Akadeemia tee 33, Tallinn, Republic of Estonia or by submission of a respective written request to the Management Board of the Company. The Management Board of the Company will be entitled to extend the period of subscription or cancel the shares that will not be subscribed for within the period of subscription. The increase of the share capital will take place by making monetary contributions. The nominal value of shares (i.e. 10 Estonian kroons per share) and a share premium shall be paid for the new shares, whereas the right to determine the premium will be granted to the Supervisory Board of the Company until the commencement of the subscription period. The minimum amount of premium to be determined by the Supervisory Board must be at least 52.5864 Estonian kroons per share. The actual issue price of the new shares will be specified during the possible offering. The issue price per share will be equal to the nominal value of the share together with the premium determined by the Supervisory Board. Therefore, to increase the share capital of the Company, the Supervisory Board of the Company puts forward the following resolutions that are to be passed: 1) To increase the share capital of PTA Grupp AS by an issue of new shares and to issue 2,052,802 (two million fifty-two thousand eight hundred and two) new common shares of PTA Grupp AS with the nominal value of ten (10) Estonian kroons per share, as a result whereof the share capital will be increased by 20,528,020 (twenty million five hundred twenty-eight thousand and twenty) Estonian kroons. As a result of the increase of the share capital, the new amount of the share capital will be 400,000,000 (four hundred million) Estonian kroons (unless not all new shares are subscribed during the subscription period and non-subscribed shares are cancelled by the Management Board of the Company). 2) To grant the pre-emptive right to subscribe for all the new shares only to SIA Alta Capital Partners (limited liability company incorporated under the laws of the Republic of Latvia, reg. code 40003682396, address Rigas rajons, Marupes pagasts, Marupe, Karla Ulmana gatve 119, 2 stavs, LV-2167, Latvia). By granting the pre-emptive right to subscribe for shares only to SIA Alta Capital Partners, the pre-emptive right of all the shareholders of PTA Grupp AS to subscribe for the new shares to be issued is hereby excluded. SIA Alta Capital Partners is entitled to assign the rights and obligations of the subscriber to third person under § 2261 of the Commercial Code or to dispossess and transfer the pre-emptive right to subscribe for the new shares to third persons (on the same conditions as a transfer of share) under § 345 lg 11 of the Commercial Code. 3) The new shares can be subscribed for during the period from July 9, 2007 to August 9, 2007 (included) at the seat of the Company at the address Akadeemia tee 33, Tallinn, Republic of Estonia or by submission of a respective written request to the Management Board of the Company. The Management Board of the Company is hereby entitled to extend the period of subscription or cancel the shares that will not be subscribed for within the period of subscription. The Management Board can exercise said rights within 15 days after the end of the subscription period (§ 347 (3) of the CC). 4) If by the increase of the share capital, shares will be subscribed to the full extent of the increase of the share capital, the Supervisory Board of the Company may decide to end the subscription for the shares before the expiry of the term set out in the resolution on the increase of the share capital. 5) The new shares shall be issued at a premium, which will be determined by the Supervisory Board under § 342 7) of the Commercial Code before the commencement of the subscription period, whereas the minimum amount of the share premium is at least 52.5864 Estonian kroons per share. The issue price per share shall be equal to the nominal value of the share (i.e. 10 Estonian kroons per share) together with the share premium determined by the Supervisory Board. 6) The new shares shall be paid for by monetary contributions by making transfer to the bank account of the Company. The monetary contributions shall be transferred to the bank account of the Company not later than by the end of the subscription period, i.e. by August 15, 2007 (included). Should the Management Board of the Company decide to extend the subscription period pursuant to § 347 (3) of the CC, the term of transfer of the monetary contributions to the Company shall extend up until the end of the subscription period. 7) The new shares will entitle the shareholders to receive dividends for the financial year which started on January 1, 2007. 3. Election of the auditor of PTA Grupp AS and determining the auditor's remuneration procedure The Supervisory Board of the Company suggests that the shareholders of the Company will pass the following resolutions: 1) To elect KPMG Baltics AS (reg. code 10096082) to serve as the auditor of PTA Grupp AS; 2) To determine the auditor's remuneration procedure in accordance with the valid price list and price offer of KPMG Baltics AS. 4. Procedures regarding possible listing of shares of the Company on the Warszawa Stock Exchange The Supervisory Board has proposed to adopt the following resolutions by the General Meeting for authorizing the Management Board to conduct a public offering, to seek admission and introduction of shares, and rights to shares, to trading on the regulated market in Poland, to register the shares (and rights to shares) with the National Depository for Securities, and for authorizing the Management Board to conclude an agreement with the National Depository for Securities and authorising to conclude underwriting agreements: 1) The Management Board is hereby authorized to take any and all steps necessary to conduct an offering of shares by way of a public offering in Poland. 2) The Management Board is hereby authorised to seek the admission and introduction to trading on the regulated market of the Warsaw Stock Exchange, the existing shares, newly issued shares and rights to newly issue shares, as well as to effect any and all necessary actions in connection therewith. 3) The Management Board management is hereby authorized to conclude an agreement with the National Depository for Securities concerning the registration the shares with National Depository for Securities in dematerialized form, and to take any and all other necessary actions. 4) The Management Board is hereby authorized to conclude underwriting agreement on terms and conditions decided by the Management Board. 5) To approve the activities of the Management Board of the Company carried out before this General Meeting regarding possible listing of shares on the Warszawa Stock Exchange. The requirement to adopt the above-mentioned resolution of the General Meeting is based on the Polish legislation. The Management Board of the Company is entitled to use the authorizations granted under this resolution only in case the Management Board has adopted a resolution regarding approval of listing on the Warsaw Stock Exchange. * * * * * The voting rights of a shareholder at the General Meeting of Shareholders shall be determined on the basis of the share register as at 23:59 on June 14, 2007 (§ 297 (5) of the CC). Registration of the participants of the meeting shall start at 13:30 on June 25, 2007. To participate in the meeting, a representative of a shareholder that is a legal person is requested to submit documents evidencing his/her representation rights, i.e. a member of the management board of a legal person will have to submit a copy of the Commercial Register registration card, and an authorised representative will have to submit a power of attorney issued by the management board or a body replacing the management board together with a copy of the Commercial Register registration card. The representative shall also submit an ID. A shareholder who is a natural person is requested to submit an ID and a representative is also requested to submit a power of attorney. The shareholders of the Company will be able to examine the materials of the General Meeting of AS PTA Grupp, including the annual report of the Company for 2006 at the seat of the Company at Akadeemia tee 33, Tallinn, Republic of Estonia. Information is also available from the website of Tallinn Stock Exchange. Peeter Larin Chairman of the Management Board PTA Grupp AS Reg. code 10175491 Akadeemia tee 33, Tallinn Tel. +372 6 710 700