OPINION OF THE SUPERVISORY BOARD

This opinion of the Supervisory Board of AS Kalev has been prepared in
accordance with Section 171 of the Securities Market Act, and Chapter 9 of the
Regulation No. 71 of the Minister of Finance of 28 May 2002 ("Takeover bid
regulations"). The opinion is presented in connection with the takeover bid on
the shares of AS Kalev (hereinafter the Target Issuer) by AS Rubla (hereinafter
the Transferee). 

The opinion of the Supervisory Board of the Target Issuer regarding the
takeover bid has been brought out below. 

1.	Heino Priimägi, member of the Supervisory Board of the Target Issuer, is a
member of the Supervisory Board of the Transferee. Oliver Kruuda, General
Manager of the Target Issuer, is a member of the Management Board of the
Transferee. The above members of the management bodies of the Target Issuer
have concluded the respective supervisory board and management board member
agreements with the Transferee. Through companies owned by them, Heino Priimägi
and Oliver Kruuda also hold a stake in the share capital of the Transferee.
Other members of the management bodies of the Target Issuer have no agreements
or other association with the Transferee. 

2.	The members of the Supervisory Board and member of the Management Board of
the Target Issuer have not been elected or appointed by the Transferee or on
the Transferee's proposal. 

3.	The members of the Supervisory Board and Management Board have no conflict
of interest with respect to the takeover bid. We should, however, separately
point out that Heino Priimägi, member of the Supervisory Board, and Oliver
Kruuda, member of the Management Board of the Target Issuer, are shareholders
of the Transferee through companies controlled by them. At the same time, the
Supervisory Board confirms that the takeover bid price complies with the
takeover bid regulations and has been approved by the Financial Supervision
Authority. 

4.	In the meaning of the Securities Market Act, the companies which are
controlled by Heino Priimägi, member of the Supervisory Board, and Oliver
Kruuda, General Manager of the Target Issuer, and which hold shares in the
Target Issuer do not intend to accept the takeover bid. None of the Supervisory
Board or Management Board members directly hold shares in the Target Issuer,
and cannot thus accept or reject the takeover bid. 

5.	No agreements have been concluded between the Target Issuer and members of
its Supervisory Board or Management Board, which would stipulate a compensation
payable by the Target Issuer or a third party, with the takeover bid placed on
the shares of the Target Issuer set as a condition for discharge of such an
agreement or payment of compensation to any member of the management body. 

6.	In the opinion of the members of the Supervisory Board, the takeover bid
bears a positive economic rationale for AS Kalev and its shareholders. 

For quite some time, the Target Issuer has been expanding its activities beyond
the food production industry — for instance, the well-timed entry into the real
estate sector has allowed AS Kalev to post a good profit. AS Kalev intends to
continue as an investment company, aiming at making investments and generating
as big a return on the investments for the shareholders of AS Kalev as
possible. This will take the company beyond the borders of the food production
industry, for which the company has found a buyer — a buyer who has not only
offered a very good price for the companies but is also able to further expand
the food production companies by exploiting the group synergy and a wider
international base. 

The takeover bid therefore provides those investors in the Target Issuer who
are interested in investing in Kalev as merely a food production company with
the option of leaving the circle of investors and getting a fair compensation
in return. 

Future plans will take the Target Issuer to quickly growing sectors.

The Management Board of AS Kalev has proven itself, raising the price of the
company's share several times over with its activities. The Supervisory Board
therefore believes that the investments to be made will earn a good profit for
the shareholder. The Transferee has indicated in the takeover bid that no
changes are planned to be made regarding the staff of the Target Issuer in
connection with the takeover bid. 

The Supervisory Board of AS Kalev issued this opinion on 16 November 2007.


Heino Priimägi
Chairman of the Supervisory Board

Marko Kaha
Member of the Supervisory Board

Ülo Suurkask
Member of the Supervisory Board