Restructuring of group


AS Silvano Fashion Group („Silvano”) is a wholly owned subsidiary of PTA Grupp  
AS („PTA”). Acquisition of Silvano by PTA took place by share swap transaction, 
where PTA used its own shares as the means of payment for Silvano share.        
36,000,323 new PTA shares were issued in the course of the aforementioned       
transaction, subscribed by the shareholders of Silvano. As a result of this     
transaction, the shareholders of Silvano acquired approximately 94.9% of the    
shares in PTA. PTA disclosed all information concerning the aforementioned      
transaction in a number of stock exchange releases (for example, the stock      
exchange releases published on the 28th and 29th of August and 17th of November 
2006).                                                                          

Transaction was carried out according to the principle of so-called „reverse    
takeover”, where actual result of transaction lies in the acquisition of        
majority stake of PTA by the shareholders of Silvano. In connection with the    
merger between PTA and Silvano a listing and trading prospectus of PTA shares   
was prepared and it was published on the 9th of November 2006. This transaction 
brought along the establishment of essentially new group, which main areas of   
activity are the production and sale of lingerie and women's clothing in Baltic 
States and other Eastern European countries.                                    

Need for restructuring                                                         

The strategy of the new group foresees centralised management of the group's    
main processes, which will be carried out at the level of holding company listed
in Tallinn Stock Exchange.                                                      

Grouping the strategical management functions to the level of holding company   
listed in stock exchange warrants a better transparency and higher effectiveness
of management structure.                                                        

Group management is currently carried out at two levels: the Management Board of
PTA is responsible for the development of PTA brand (including the monitoring of
management of AS Klementi and other subsidiaries of PTA, except Silvano Fashion 
Group AS), whereas the Management Board of Silvano is responsible for           
strategical management of the subsidiaries of Silvano (SP ZAO Milavitsa, AS     
Lauma Lingerie, ZAO Linret and Splendo Polska Sp. z.o.o.).                      

According to the listing and trading prospectus of the shares of PTA (see       
„Combined Management”, p 66 of the prospectus), an international team will be   
established for the management of the whole group and its members will belong to
the management board of the holding company listed in Tallinn Stock Exchange    

In order to implement the aforementioned plan, certain changes in the group     
structure should be made. The changes in the group structure are described      
below.                                                                          

Restructuring plan                                                             

In the course of restructuring a redundant holding company will be eliminated   
(AS Silvano Fashion Group) and PTA Grupp AS listed in Tallinn Stock Exchange    
will concentrate exclusively on the strategic management of the group. In order 
to separate the current business activities of PTA (organisation of retail sale 
of the products of PTA concept) from strategic management of the group, PTA     
Grupp AS will establish a new subsidiary. As a result of the restructuring, PTA 
Grupp AS will be renamed AS Silvano Fashion Group. Following changes will take  
place during restructuring:                                                     

AS Silvano Fashion Group will merge with PTA Grupp AS;                          
The present AS Silvano Fashion Group as a legal person will be terminated upon  
the merger of the company with PTA Grupp AS and the new business name of PTA    
Grupp AS will be AS Silvano Fashion Group;                                      
A new subsidiary will sever from PTA Grupp AS (with a new business name AS      
Silvano Fashion Group), which will be called PTA Grupp AS. The new subsidiary   
will take over all the business activities connected with the development of PTA
concept, shares of AS Klementi (a production entrepreneur of PTA concept) and   
other subsidiaries of PTA, which existed before acquisition of Silvano;         
Membership of the Management Board of PTA Grupp AS (with new business name AS   
Silvano Fashion Group) will change according to the rules described in the      
listing and trading prospectus of the shares of PTA.                            

The restructuring plan is illustrated in the appendix to the present stock      
exchange release (available in information system of sock exchange), describing 
the group's structure before and after the restructuring.                       

Influence and implementation of restructuring                                   

Changes in the group's structure will not affect its economic activities and the
interests of its investors (with the exception of positive influences connected 
with a better transparency of the structure).                                   

The aforementioned restructuring will take place in the second quarter of 2007. 
A notarised merger agreement between PTA and Silvano was signed today, according
to which Silvano will be merged with PTA and deleted from the commercial        
register. Pursuant to § 421 (4) of the Commercial Code, approval of the merger  
resolution by general meeting of shareholders of PTA is not necessary, provided 
that (i) at least one month before deciding on approval of the merger agreement 
by Silvano, the Management Board of PTA has published a notice concerning entry 
into the merger agreement and has presented the documents specified in the      
Commercial Code to the shareholders of PTA for examination and (ii) approval of 
merger resolution is not demanded by shareholders whose shares represent at     
least 1/20 of the share capital, and the articles of association do not         
prescribe a lower representation requirement.                                   

Division plan of PTA Grupp AS (with new business name AS Silvano Fashion Group) 
was also approved today. According to the division plan, all the business       
activities connected with PTA brand will be transferred to the new subsidiary   
that will be called PTA Grupp AS. Division plan is also subject to the approval 
by the general meeting of shareholders of PTA.                                  

PTA will publish a separate stock exchange release regarding the general meeting
of shareholders and relevant materials.                                         



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