77.05% of the share capital of AS Kalev was represented at the ordinary general meeting of AS Kalev which was held today, 20 September 2007. The general meeting thus had a quorum. With the majority votes of participating shareholders, the general meeting resolved to introduce additions to the previously announced agenda, and to approve the following agenda: Approval of the Annual Report 2006/2007 Profit allocation Appointment of an auditor, and establishment of the procedure for remuneration of the auditor Amendment of the Articles of Association Approval of the share transfer transaction Acquisition of treasury shares by AS Kalev Resolutions of the ordinary general shareholders' meeting. 1. To approve the Annual Report 2006/2007. 2. To allocate the net profit for the financial year 2006/2007 in the amount of 30,460,000 kroons as follows: to transfer 1,523,000 kroons to mandatory reserve, and the remaining 28,937,000 kroons to retained earnings. 3. To appoint audit form Ernst & Young Baltic AS, registry code: 10877299 as the auditor for the financial year 2007/2008, with the corresponding remuneration payable under the contract to be concluded with the auditor. 4. To establish Tallinn as the location of the public limited company, and phrase clause 1.2 of the Articles of Association as follows: 1.2 The public limited company shall be located in Tallinn. To remove clause 2.1 of section 2 (Field of activity), and change the numbering of the following clauses of the Articles of Association. 5. To approve transfer of the shares of AS Kalev's subsidiaries AS Kalev Paide Tootmine, AS Kalev Jõhvi Tootmine, AS Kalev Chocolate Factory, AS Vilma and OÜ Maismokk to Alta Capital Partners S.C.A., SICAR in accordance with the conditions disclosed in the press release of 20.09.2007. 6. To allow AS Kalev, in 12 months after passing of this resolution, to acquire treasury shares at a price of 29 kroons per share. AS Kalev shall pay for the shares with the company's assets which exceed the share capital, mandatory reserve and share premium. All resolutions were passed with a 100% majority of votes of the participating shareholders. Allan Viirma Head of Legal Service Tel 6161916
Minutes of annual general meeting
| Source: Luterma