Announcement of an extraordinary general meeting of shareholders


An extraordinary general meeting of shareholders of AS Kalev (registry code
10000952, location Tornimäe 5, Tallinn) will take place on 9 October 2008
commencing at 9:00 am in Tallinn, in the great hall of the Rävala 8 office
building (address Rävala pst 8, Tallinn, 1st floor). 
The list of voting shareholders shall be established on the basis of the share
register as at 23:59 on 29 September 2008. 
Registration of participants in the extraordinary general meeting of
shareholders shall take place from 8.30-8.50 at the meeting venue. 
Please present the following at registration:
Shareholders who are natural persons: passport or ID card as an identity
document, representatives must present a letter of authorization as well; 
Shareholders who are legal persons: extract from the corresponding register in
which the person is registered and which certifies the right of the
representative to represent the shareholder (legal representation), and the
representative's photo ID. If the representative is not a legal representative,
a letter of authorization must be presented as well. 
The agenda of the extraordinary general meeting and proposals of the AS Kalev
supervisory board regarding draft resolutions: 
1	Granting approval to the company's management board to take a subordinated
loan from AS Rubla (AS Kalev's parent) of up to 625 million kroons. 
Proposal:
To approve the taking of the loan from the management board of the related
party (AS Rubla) for a term of 7 years at 0% interest. 
2	Approval of a transaction for acquiring a share in Põlva Piim Tootmine OÜ.
Proposal:
To approve the transaction acquiring a 100% share in Põlva Piim Tootmine OÜ by
AS Kalev Paid Tootmine (AS Kalev's subsidiary) on the conditions specified in
the sales contract entered into on 26 September 2008. 
3	Approval of a transaction for acquiring a share in Tere AS.
Proposal:
To approve the transaction for acquiring a 100% share in Tere AS from AS Rubla
(AS Kalev's parent company) by AS Kalev Paide Tootmine (AS Kalev's subsidiary)
on the conditions specified in the sales contract entered into on 26 September
2008. 
 
The extraordinary general meeting is convoked at the initiative of the
management board of AS Kalev, as pursuant to clause 7.13.2 of the rules of
Tallinn Stock Exchange, a share acquisition transaction must be submitted to
the issuer's general meeting of shareholders for approval if the amount payable
by the issuer's subsidiary for the share exceeds 50% of the equity specified in
the issuer's latest consolidated annual report. Pursuant to clause 7.9.5.1 of
the rules of the Tallinn Stock Exchange, the issuer must also submit to the
meeting of shareholders for approval any material transaction with a related
party. 
The draft loan agreement, the contracts concluded for acquisition of the shares
and auditor's opinions are available to be read at the law offices of Glikman &
Partners, address Tornimäe 2, Tallinn on working days from 10:00am to 3:00pm.
The press releases announcing the terms and conditions of the transactions can
be accessed at the websites http://www.kalev.ee/askalev  and
http://www.baltic.omxnordicexchange.com. Before the extraordinary general
meeting is held, AS Kalev shareholders can send questions on the topic of the
meeting by e-mail to allan.viirma@kalev.ee. 

Allan Viirma
Head of Legal Service
tel 6886616