Signing of a conditional agreement on transfer of 54.04% of all the shares in AS Starman


Xalto CDO II B.V. and AS Hansapank notified the management board of AS Starman
of the following. 

On Friday, 21 September 2007, Xalto CDO II B.V., a limited liability company
established under the laws of Netherlands, and AS Hansapank executed a
conditional share purchase agreement on sale and purchase of altogether
7,054,601 shares of AS Starman, representing 54.04% of the issued share capital
of AS Starman (hereinafter the Agreement). AS Hansapank as the seller in the
transaction will acquire 54.04% of the all the shares in AS Starman before the
closing of the transaction contemplated under the Agreement. Upon a successful
completion of the transaction under the Agreement, the purchaser will launch a
mandatory take-over bid. 

The parties to the Agreement have agreed that the transaction should be closed
on 10 October 2007 at the latest, unless the term is extended by the parties.
If not closed and if not agreed differently by the parties to the Agreement,
the Agreement will expire if not closed as referred to above. 

According to the terms of the Agreement, Xalto CDO II B.V. will acquire 54.04%
of the all the shares in AS Starman (among other terms) upon the Estonian
Financial Supervision Authority granting AS Hansapank an exemption from the
legal obligation arising from the Securities Market Act to make a mandatory
take-over bid after acquiring controlling shareholding in a company listed in
the Tallinn Stock Exchange. Further, all the rights and obligations arising to
Xalto CDO II B.V. form the Agreement will be assigned as a condition precedent
to closing to the Estonian subsidiary of Xalto CDO II B.V.currently under
foundation. 

Further, on Friday, 21 September 2007 Xalto CDO II B.V. executed an agreement
with OÜ Com Holding and OÜ Constock (companies respectively controlled by the
member of the management board of AS Starman Peeter Kern and the member of the
supervisory board of AS Starman Indrek Kuivallik) on OÜ Com Holding and OÜ
Constock as the shareholders of AS Starman not participating in a mandatory
take-over bid to be launched after acquiring control over AS Starman. According
to preliminary non-binding agreements between Xalto CDO II B.V., Peeter Kern
and Indrek Kuivallik, Peeter Kern and Indrek Kuivallikwill continue as
shareholders of AS Starman and will continue to participate in the management
of AS Starman (or any other company belonging to the same group of companies
with Xalto CDO II B.V.). 

Xalto CDO II B.V. is under the control of a consortium of financial investors
led by Bancroft Private Equity LLP. The consortium includes, among others,
Askembla Growth Fund. Bancroft Private Equity LLP is an international private
equity firm based in London investing in Central Eastern Europe
(www.bancroftgroup.com). Askembla Growth Fund is a private equity firm focusing
on investments in growth companies in Central and Eastern Europe
(www.askembla.com). 

Additional information:
Peeter Kern
+3725016113