According to the Takeover Rules Art. 12 and the Securities Market Act Art. 166, AS Rubla hereby announces that due to gaining dominant influence over AS Kalev, AS Rubla is obliged to make a take-over bid for all the shares of AS Kalev that are not owned by AS Rubla. AS Rubla gained dominant influence over AS Kalev on 23 September 2007 by agreeing to act in concert for taking over the shares of AS Kalev with the shareholders of AS Kalev whose holdings together with the holding of AS Rubla in AS Kalev amount to 59.09 per cent of the share capital of AS Kalev. The planned take-over price per share by AS Rubla is 29 EEK, final price and the takeover terms depend on the co-ordination of the Estonian Financial Supervision Authority AS Rubla will publish the take-over announcement and prospectus after their approval by the Financial Supervision Authority. AS Rubla does not intend to acquire all the shares of AS Kalev and does not intend to de-list the shares of AS Kalev on the Tallinn Stock Exchange. The take-over bid gives a possibility to minority shareholders of AS Kalev to sell the shares of AS Kalev at a fair price taking into account the fact that after closing of the transactions contemplated under the agreement signed on 20 September 2007 between AS Kalev ja Alta Capital Partners S.C.A. and approved on the same date by the general meeting of shareholders of AS Kalev, the business activity of AS Kalev group will change significantly. Allan Viirma Head of Legal Department Tel 6161916
INITIAL DISCLOSURE OF TAKE-OVER BID
| Source: Luterma