Loan agreement with a related party. Increasing the share capital of AS Kalev Paide Tootmine

AS Kalev yesterday entered into a loan agreement with AS Rubla whereby AS Rubla
will enable AS Kalev to receive a loan in an amount of up to 625,000,000 kroons
(39,944,780 euros) during the one year after entering into the agreement. The
loan will be issued in instalments on the basis of an application applied for
by the borrower. The borrower undertakes to repay the loan amount within seven
years of signing the loan agreement. Irrespective of the extent of the use of
the loan amount, AS Kalev does not have an obligation to pay interest. 
The purpose of use of the loan is the making of investments for expansion of AS
Kalev's operating activity. 

This is a transaction with a related party as AS Rubla is a shareholder in AS
Kalev. The loan agreement was approved by the general meeting of AS Kalev
shareholders held on 9 October 2008. 

The first instalment of the loan was transferred by the lender to AS Kalev on 9
October 2008: 391,165,000 kroons (25,000,000 euros). AS Kalev made a
contribution to the share capital of its subsidiary, AS Kalev Paide Tootmine in
this amount. 

As the sole shareholder, AS Kalev decided on 9 October 2008 to increase
subsidiary AS Kalev Paide Tootmine's share capital by 391,165,000 kroons
(25,000,000 euros). The subsidiary will issue 39,116,500 new shares with a new
10-kroon nominal value and all of the shares will be acquired by AS Kalev. AS
Kalev's monetary contribution, made yesterday, paid for the shares in full. 

The new shares confer rights identical to other shares. The shares give right
to dividends in the financial year in which an entry is made in the Commercial
Register on increasing share capital. 

The share capital of AS Kalev Paide Tootmine after the increase is 429,743,240
kroons (27,465,599 euros). 


Allan Viirma
Head of the legal service
AS Kalev

688 6616