Market announcement
Luterma
Category
Other price sensitive information
Date
10.10.2008 13:54:18
Title
Resolutions adopted by the extraordinary general meeting of shareholders
Message
The extraordinary general meeting of shareholders of AS Kalev held today, 9 October, represented 93.42% of the company's share capital. The general meeting thus had a quorum. The following resolutions were adopted at the extraordinary general meeting of shareholders: 1 Granting consent to the management board of the company to take a subordinated loan of up to 625 million kroons from a related party, AS Rubla (AS Kalev's parent). Resolution: To grant consent for the conclusion of a loan agreement between AS Kalev and AS Rubla, on the basis of which AS Rubla gives AS Kalev a subordinated loan in an amount of 625 million kroons, the repayment term of which is 7 years, and on which AS Kalev has no obligation to pay loan interest, pursuant to the terms and conditions specified in the draft loan agreement. AS Kalev CEO Oliver Kruuda is appointed the representative of AS Kalev is this transaction. 2 Approving the transaction for acquiring a share in Põlva Piim Tootmine OÜ Resolution: To approve the contract of sale of shares, entered into on 27 August 2008 between AS Kalev Paide Tootmine on one hand and OÜ AH Seenior, OÜ Hatike, Faasani Kaubandus OÜ and OÜ M.V.Food on the other hand, on the basis of which AS Kalev Paide Tootmine buys from them all of the shares in OÜ Põlva Piim Tootmine pursuant to the terms and conditions set forth in this contract. 3 Approving the transaction for acquiring a share in Tere AS Resolution: To approve the contract of sale of shares, entered into on 29 August 2008 between AS Kalev Paide Tootmine and AS Rubla, according to which AS Kalev Paide Tootmine buys from AS Rubla all of the shares in Tere AS pursuant to the terms and conditions set forth in this contract. Allan Viirma Head of legal service AS Kalev tel 688 6616