Acquisition of OÜ Põlva Piim Tootmine and Tere AS

| Source: Luterma Luterma 

17.10.2008 AS Kalev Paide Tootmine finalized transactions regarding the
acquisition of 100% shares of OÜ Põlva Piim Tootmine and 100% shares of Tere
AS. 
Pursuant  to the transaction closing-memorandums signed in the beginning of
last week the final purchase price of OÜ Põlva Piim Tootmine shares was EEK 231
845 640 (EUR 14 817 637) and the final purchase price of Tere AS shares was EEK
929 376 750 (EUR 59 398 000). 
All pre-conditions for the transactions (including Competition Board
authorization for concentration and required consents of the general meeting of
shareholders of AS Kalev) have been fulfilled. 
AS Kalev Paide Tootmine has paid advance payment for the shares of OÜ Põlva
Piim Tootmine in the amount of EEK 8 000 000 (EUR 511 293) and EEK 8 031 640
(EUR 513 315) will be paid during the year 2008. The rest of the final
acquisition price was paid on October 17, 2008 as payment against shares. For
AS Tere shares EEK 786 578 287,54  (EUR 50 271 515) has been paid and the rest
of the acquisition price in the amount of EEK 142 798 462,46 (EUR 9 126 485)
will be mutually netted in a way that AS Rubla transfers its monetary
obligation towards AS Tere in the previously stated amount to AS Kalev Paide
Tootmine and this will be considered as payment of the according part of the
purchase price to AS Rubla. 
Monetary contribution made by the parent company, AS Kalev, in the course of
the increase of share capital and financial instruments received under the
syndicate loan-agreement concluded with Nordea Bank Finland Plc and Bank DnB
Nord A/S were used in the course of the payment of the purchase price. 
In the meaning of the rules and regulations of Tallinn Stock Exchange, the
acquisition of the shares of AS Tere shall be considered as a transaction with
related party. 
Information regarding the acquisition of the abovementioned shares has been
published in earlier stock-exchange notices of AS Kalev: “AS Kalev Paide
Tootmine acquires shares of OÜ Põlva Piim Tootmine” 28.08.2008, “AS Kalev Paide
Tootmine (AS Kalev's subsidiary) acquires shares of AS Tere” 29.09.2008,
“Authorization of concentration” 30.09.2008, “Resolutions of extraordinary
general meeting of the shareholders” 09.10.2008, “Loan-agreement with related
party. Increase of AS Kalev Paide Tootmine share capital” 10.10.2008 and
“Loan-agreement concluded by AS Kalev Paide Tootmine. Concluding of
security-agreements” 17.10.2008. 
The exchange rate of EEK and EUR used in current stock-exchange notice is 1 EUR
= 15,6466 EEK. 

Allan Viirma
Head of legal services
AS Kalev

Tel: 688 6616