Decisions of the Annual General Meeting


The 2007 Annual General Meeting of Shareholders of AS Baltika was held at 13:00 
on Monday, 21 May 2007 in the premises of Baltika at Veerenni Street 24,        
Tallinn. A total of 3,478,776 votes that represented 55.97% of the share capital
of AS Baltika were present and the Annual General Meeting was competent to pass 
resolutions.                                                                    

The agenda of the General Meeting were as follows:                              

1. Approval of the 2006 Annual Report                                           
2. Profit distribution                                                          
3. Amendment of the Articles of Association                                     
4. Increase of the share capital via fund issue                                 
5. Election and remuneration of the auditor                                     
6. Issue of convertible bonds                                                   
7. Presentation of the Baltika Group's plans and goals in 2007                  

Decisions of the Annual General Meeting of Shareholders:                        

1. Approval of the 2006 Annual Report                                           
To approve the 2006 Annual Report of AS Baltika as presented.                   

The number of votes in favour of the resolution was 3,455,770 representing      
99.34% of the registered participants.                                          

2. Profit distribution                                                          
To approve 2006 net profit of AS Baltika in the amount of 87,376,520 kroons     
(5,584,377 euros) and transfer it to the retained earnings.                     

To transfer 12,821,900 kroons (819,469 euros) from retained earnings to         
statutory reserve.                                                              

To pay out dividends from retained earnings in the amount of 14,915,880 kroons  
(953,298 euros); dividend per share is 2.40 kroons (0.15 euros). Dividend per   
share applied to the number of shares after the fund issue shall be 0.80 kroons 
(0.05 euros).                                                                   

To fix the list of shareholders entitled to receive the dividends on 3 June 2007
at 23:59 and pay out the dividends by 12 June 2007 the latest.                  

The number of votes in favour of the resolution was 3,444,770 representing      
99.02% of the registered participants.                                          

3. Amendment of the Articles of Association                                     
To change the first sentence of the article 3.1. of the Articles of Association 
and state that the minimum capital of the company is 100,000,000 kroons         
(6,391,165 euros) and the maximum capital is 400,000,000 kroons (25,564,659     
euros).                                                                         

To approve the new Articles of Association.                                     

The number of votes in favour of the resolution was 3,455,770 representing      
99.34% of the registered participants.                                          

4. Increase of the share capital via fund issue                                 
To increase the share capital of AS Baltika by means of fund issue in the amount
of 124,299,000 kroons (7,944,154 euros) on the account of retained earnings and 
share premium by issuing 1,242,990 new ordinary shares with a nominal value of  
10 kroons (0.64 euros).                                                         

The fund issue shall be carried out on the basis of the 2006 Annual Report of AS
Baltika that has been approved by the shareholders together with the profit     
distribution. The fund issue shall be carried out on the account of retained    
earnings in the amount of 65,210,501 kroons (4,167,711 euros) and share premium 
in the amount of 59,088,499 kroons (3,776,443 euros). The share capital after   
the fund issue shall be 186,448,500 kroons (11,916,231 euros) consisting of     
18,644,850 shares.                                                              

As a result of the fund issue, each shareholder entered in the share registry as
of 8 June 2007 at 23:59 shall receive two (2) new shares per each share owned by
the shareholder.                                                                

The issued shares are entitled to dividends that are paid out of the net profits
of the financial year starting on 01.01.2007.                                   

The number of votes in favour of the resolution was 3,455,770 representing      
99.34% of the registered participants.                                          

5. Election and remuneration of the auditor                                     
To elect AS PricewaterhouseCoopers as the auditing company for the financial    
year 2007 and remunerate the auditor pursuant to an agreement concluded.        

The number of votes in favour of the resolution was 3,455,620 representing      
99.33% of the registered participants.                                          

6. Issue of convertible bonds                                                   
To issue 124,000 convertible bonds of AS Baltika. The entire issue of the bonds 
shall, with deviation from the shareholders' pre-emptive rights to subscription,
be offered for subscription to management of Baltika's group of companies. The  
persons to whom the subscription is offered shall be approved by the Council.   
The aim of the issuance of bonds is to tie the motivation of the team who is    
going to implement the goals of the 2007-2008 strategy period with the increase 
of the value of the company and to receive means necessary for the financing of 
the development of the company by the issuance of new shares.                   

The total value of bonds will be 124,000 Estonian kroons (7,925 euros) and the  
value of each bond is one Estonian kroon (0.06 euros). Two different bonds will 
be issued, bond E and bond F. There will be 62,000 E bonds and 62,000 F bonds.  
The bonds have to be paid for together with the subscription.                   

The bond subscription periods are as follows:                                   
  - 62,000 E bonds during the period of 04.06.-15.06.2007; 
  - 62,000 F bonds during the period of 02.06.-13.06.2008. 

Each bond entitles its holder to subscribe for three (3) shares of the Company  
with the nominal value of 10 kroons (0.64 euros). As a result of the            
subscriptions the share capital of AS Baltika may be increased by a maximum of  
372,000 new shares, i.e. by a maximum of 3,720,000 kroons (237,751 euros).      

The share subscription periods are as follows:                                  
  - for E bond during the period of 01.07.-31.12.2008; 
  - for F Bond during the period of 01.07.-31.12.2009. 

The share subscription price is the weighted average price of the traded shares 
of AS Baltika on the Tallinn Stock Exchange on the first day of each bond       
subscription period. The amount between share subscription price and nominal    
value of the share is premium. The price of the bond paid shall be calculated as
part of the payment for the share subscription price.                           

The Management Board of AS Baltika shall pass the decision on the increase of   
the share capital in the amount of par value of subscribed for and fully paid   
shares within two months from the expiry of the date of each share subscription 
period.                                                                         

Shares subscribed for by the holders of the bonds shall entitle the holder to   
all shareholder rights starting from the date the increase of the share capital 
has been duly registered with the Commercial Register.                          

The number of votes in favour of the resolution was 3,455,620 representing      
99.33% of the registered participants.                                          

Revision of 2007 sales growth estimate                                          

Baltika Group published its plans and goals for 2007 at the beginning of the    
year with the 2006 annual results. The published estimate for net sales growth  
was at least 40% per annum. In conjunction with the downgrade of the wholesale  
sales prognosis, the Group's new sales growth estimate for 2007 is at least 33%,
whereas retail sales should increase by at least 40% yoy, wholesale should      
decrease by around 10% and other sales should grow around 50% yoy. The decline  
in wholesale comes mainly from more conservative sales policy with the Russian  
wholesale partner.                                                              


Triin Palge                                                                     
Head of investor relations                                                      
+372 630 2886                                                                   
triin.palge@baltikagroup.com
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