About Equity share covenant


According to Q Vara bond investors' vote that ended on April 7, 2008 the
investors granted Q Vara a right to raise additional capital until June 30,
2008 to bring the equity share in line with the bond issue terms. In order to
grant required equity level in Q Vara, OÜ SLProductions, shareholder of Q Vara,
issued an assurance letter on March 24, 2008 according to which it confirmed
its readiness to invest additional capital into Q Vara if needed. 

According to announcement issued on June 26, 2008 Q Vara signed a loan
agreement with OÜ SLProductions' subsidiary OÜ Q Capital according to which OÜ
Q Capital gave to Q Vara 86 000 000 EEK of subordinated loan (the loan is
subordinated to all other Q Vara liabilities). The additional capital will be
used to pay off the current liabilities and creating a liquidity buffer.
Process to convert the subordinated loan into owners' capital was initiated
just after the signing of the loan contract. The mentioned process is expected
to be finished by the end of August 2008. 

After the additional investment from shareholders Q Vara has fulfilled its
equity share requirement and its equity exceed 30% of its balance sheet volume.
Q Vara will disclose its 6 month 2008 balance sheet and profit/loss statement
by July 31, 2008 at the latest. 

In order to improve position of Q Vara other large scale projects in process in
addition to own capital increase are: 

Terminal No. 11 (Estonia) 
Negotiations with potential co-investors are going on. Preparation of project
has required longer period as initially planned due to very detailed analysis.
According to today's knowledge this deal is planned to close in
August-September current year. 

Maskavas (Latvia)
Sales process of Maskavas is going according to prognosed schedule and by all
estimations will be end in September-November current year. 

After the completion of Terminal No. 11 and Maskavas deals prognosed owner'
equity share in Q Vara will reach 45%. 


Based on the previous information Q Vara files application to the Investors:

To agree with Q Vara's proposal to count loan in sum 86 000 000 EEK invested by
Q Vara owners as the part of the equity until the end of process of converting
loan to equity with the deadline August 31, 2008. Under these circumstances to
assure that Q Vara has fulfilled the bond-issue terms' sub-clause no. 13.2.1. Q
Vara must ensure that its owners' equity is equal to at least 30% of its
balance sheet volume by June 30, 2008. Also to agree with Q Vara´s proposal to
increase an annual Interest paid from bond issues up to 13% starting from
August 9, 2008. 

To apply for the note holders' consent Q Vara according to the bond issue terms
sends the draft of the note holders' decision by mail to the investors listed
as Q Vara note holders in Estonian Central Registry of Securities on July 17,
2008. Based on the application the Investors have an opportunity to vote for
the described transaction. The draft of the note holders' decision is also
attached to the current release. 

Meelis Šokman
Chairman of the Management Board
AS Q Vara
Tel: 668 1600

Attachments

q vara kiri volakirjainvestoritele _18 07 2008.pdf