Market announcement
Luterma
Category
Other price sensitive information
Date
01.10.2008 15:41:13
Title
Announcement of an extraordinary general meeting of shareholders
Message
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