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AS BALTIKA NOTICE AND AGENDA OF THE ANNUAL GENERAL MEETING

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Notice is hereby given that the annual general meeting of shareholders of AS
BALTIKA (registry number 10144415, address Veerenni 24, Tallinn) will be held
at the Moelava Hall of the Baltika Quarter at Veerenni 24, Tallinn, on 11 May
2011, commencing at 10 a.m. Registration for the annual general meeting begins
at 9.30 a.m. in the same location. 

To attend the annual general meeting:

  -- Shareholders who are individuals have to show a document verifying their
     identity; appointed proxies have to show a document verifying their
     identity and a letter of authorization;
  -- Lawful representatives of shareholders who are legal entities have to show
     an extract from the registry where the legal entity is registered and a
     document verifying their identity; proxies have to show the above as well
     as a letter of authorization.

A shareholder may notify AS Baltika of the appointment of a proxy or the
withdrawal of authorization before the annual general meeting by sending a
corresponding digitally signed e-mail message to [email protected] or by
delivering the information in person on workdays between 10 a.m. to 4 p.m. or
by ordinary mail to AS Baltika, Veerenni 24, 10135 Tallinn by 10 May 2011 by 4
p.m. at the latest. 

Shareholders entitled to participate in the annual general meeting will be
determined as at 8 a.m. at the date of the annual general meeting of AS
Baltika. 

The agenda approved by the supervisory council and the resolutions to be
proposed: 

  1. Approval of the annual report for 2010 
  2. To approve the annual report of AS Baltika for 2010 as presented.
  3. To pay the holders of preferred shares a dividend under the terms and
     conditions provided in the currently valid articles of association.
  4. Cancellation of preferred shares and conversion into ordinary shares

In order to grant the voting rights to the owners of the preferred shares as
determined in clause 4.1.4 of the Articles of Association due to the term of
expiry of the guaranteed dividends, to cancel the preferred shares and to grant
one ordinary share instead of preferred shares. Pursuant to Article 237 (4) the
owners of the preferred shares have given their consent to the cancellation of
preferred shares. 

  1. Amendments to the Articles of Association
  2. To amend the first sentence of Section 3.1 of the Articles of Association
     of the Company and approve the first sentence of Section 3.1 in the
     following wording:

The minimum amount of the share capital of the Company shall be EUR 10 000 000
(ten million) and the maximum amount of the share capital shall be EUR 40 000
000 (forty million). 

  -- To amend the second sentence of Section 4.1.1 of the Articles of
     Association of the Company and approve the second sentence of Section
     4.1.1. in the following wording:

The nominal value of each share is 0.70 euros.

  -- To amend the second sentence of Section 4.1.2. of the Articles of
     Association of the Company and approve the second sentence of Section
     4.1.2. in the following wording:

The Company has one type of ordinary shares. Each share shall grant to the
owner one vote at the general meeting of shareholders of the Company and the
right to participate the general meeting of shareholders of the Company and
profit distribution and in the distribution of assets in case of dissolution of
the Company as well as other rights as provided by law or in the Articles of
Association. 

  -- To delete Sections 4.1.3. and 4.1.4. from the Articles of Association.
  -- To approve the new version of the Articles of Association.
  -- Conversion of the share capital of the Company into euros and the
     alteration of the nominal value of the shares
  -- In order to undertake the conversion of the share capital of the Company
     from kroons into euros, to increase the share capital from the equity
     without any monetary payments (fund emission) by EUR 1 917 517.60 (one
     million nine hundred seventeen thousand five hundred seventeen euros 60
     cents).
  -- The new amount of the share capital of the Company is EUR 22 046 395
     (twenty two million four hundred six thousand three hundred ninety five
     euros).
  -- Concurrently with the conversion of the share capital of the Company into
     euros, to undertake the conversion of the present nominal value of EEK 10
     (ten) of the shares of the Company into euros and the increase of the
     nominal value of the shares by 0.06 euros for each share. The new nominal
     value of the shares of the Company shall be EUR 0.70 (zero point seventy
     euros).
  -- The fund emission will be carried out based on the annual report of the
     Company as of 31.12.2010 and in the amount of EUR 1 917 517.60 from reserve
     capital.
  -- The conversion of the nominal value of the shares from kroons into euros
     shall have no impact on the rights attached to the shares or on the ratio
     between the nominal value of the shares and the share capital. The
     Shareholders hold before as well as after the increase of the share capital
     and the increase of the nominal value of the shares and conversion of the
     share capital and the nominal value of the shares into euros the same % of
     the Company's shares and of the votes represented by the shares,. Therefore
     the conversion does not cause prejudice to the rights and interests of the
     Shareholders.
  -- The rounding of the result of the conversion of the nominal value of the
     shares shall have no legal significance.
  -- The list of shareholders who shall participate in the increase of the share
     capital shall be fixed on 25 May 2011 at 23.59.
  -- Amendments to the Terms and Conditions of convertible bonds (G-Bonds)
  -- To amend the second sentence of the Terms and Conditions of Convertible
     bonds (Terms) for G-Bonds and approve this in the following wording:

Each Bond will give its owner the right to subscribe one (1) share of the
Company with the nominal value of 0.70 euros. 

  -- To amend the third sentence of Section 10 and approve this in the following
     wording:

To share capital of AS Baltika may be subscribed for and the share capital
increased for the maximum of 1 850 000 new ordinary shares, e.g. in the maximum
amount of one million two hundred ninety five thousand (1 295 000) euros. 

  -- To amend the first and second sentence of Section 13 and approve them in
     the following wording:

The issuance price of the share (the Issuance Price) is 0.77 euros. The
difference between the Issuance Price and the nominal value of the shares is
the premium in the amount of 0.07 euros. 

6.  Increase of the share capital

  -- To increase the share capital of AS Baltika by issuing additionally three
     million one hundred fifty thousand (3 150 000) ordinary shares with the
     nominal value of 0.70 eurot with the issuance price of one (1) euro. The
     amount of premium is 0.30 euros per each share.
  -- The share capital of AS Baltika will be increased by two million two
     hundred and five thousand (2 205 000) euros and the new amount of the share
     capital is 24 251 395 (twenty four million two hundred fifty one thousand
     three hundred ninety five) euros.
  -- The new shares shall be offered to the shareholders and to new investors,
     whereby the shareholders have the preferential right to subscribe for the
     new shares pro rata to their shareholding. The list of shareholders who
     have this preferential right shall be fixed on 25 May 2011 at 23.59.
  -- To give to the present shareholders one (1) subscription right for each
     share. In order to perform the preferential right for the subscription of
     new shares, it is necessary to have ten (10) subscription rights. The
     explanation how to use the subscription rights in case the shareholders
     does not hold such number of shares that grants the right to subscribe for
     the whole number of shares, shall be given in the Offering and listing
     prospectus of AS Baltika.
  -- The subscription for the shares takes place from 7 June 2011 until 22 June
     2011 at 14.00.
  -- The payment for the shares will be made in cash at the latest by 28 June
     2011. The detailed instructions regarding the payment for the shares
     (including the place of payment) shall be given in the Offering and listing
     prospectus of AS Baltika.
  -- If it becomes evident that shares are subscribed for in excess of the
     planned increase of share capital, to give the right to the Management
     Board to decide on the distribution of shares based on the number of
     subscribed for shares and on the cancellation of oversubscribed shares. If
     it becomes evident that shares are subscribed for in less of the planned
     increase of share capital, the Management Board may extend a subscription
     term or cancel shares which are not subscribed for during the subscription
     term. The management board may exercise these rights within fifteen days
     after the end of the subscription term.
  -- The issued shares shall grant the right to dividends from the financial
     year the share capital was increased.
  -- Nomination of the auditor and the remuneration 
  -- To elect the auditors of the Company for auditing the annual report of 2011
     to be AS PricewaterhouseCoopers and to remunerate the auditors pursuant to
     the agreement entered into respectively.

The annual report of AS Baltika for 2010, the independent sworn auditor's
report, new version of the Articles of Association and other documents to be
presented to the annual general meeting will be available to shareholders from
the date of release of this notice until the date of the annual general meeting
at the website of AS Baltika on www.baltikagroup.com and at the website of the
NASDAQ OMX Tallinn Stock Exchange on www.nasdaqomxbaltic.com. Questions
regarding the agenda items can be sent by email to [email protected]. 

At the annual general meeting, a shareholder is entitled to receive from the
company's management board information about the company's business and
performance. The management board may decide to withhold certain information if
there is reason to believe that disclosure of the information may cause
significant damage to the company's interests. If the management board refuses
to disclose some information, a shareholder may demand that the general meeting
adopt a resolution regarding the lawfulness of the information request or file
a petition with a court of law within two weeks requesting that the court
require the management board to disclose the information. 

A shareholder whose shares represent at least one twentieth of the share
capital of AS Baltika may demand that additional matters be included on the
agenda of the annual general meeting if the demand is submitted in writing at
least 15 days before the date of the annual general meeting to AS Baltika,
Veerenni 24, 10135 Tallinn. 

Shareholders whose shares represent at least one twentieth of the share capital
of AS Baltika may submit to the company a draft resolution for any agenda item
by sending the said draft resolution in writing at least three days before the
annual general meeting to AS Baltika, Veerenni 24, 10135 Tallinn. 

Maigi Pärnik

Member of the Management Board

[email protected]