Börsiteade
Luterma
Kategooria
Muu oluline informatsioon
Kuupäev
21.11.2007 16:45:44
Pealkiri
OPINION OF THE SUPERVISORY BOARD
Teade
This opinion of the Supervisory Board of AS Kalev has been prepared in accordance with Section 171 of the Securities Market Act, and Chapter 9 of the Regulation No. 71 of the Minister of Finance of 28 May 2002 ("Takeover bid regulations"). The opinion is presented in connection with the takeover bid on the shares of AS Kalev (hereinafter the Target Issuer) by AS Rubla (hereinafter the Transferee). The opinion of the Supervisory Board of the Target Issuer regarding the takeover bid has been brought out below. 1. Heino Priimägi, member of the Supervisory Board of the Target Issuer, is a member of the Supervisory Board of the Transferee. Oliver Kruuda, General Manager of the Target Issuer, is a member of the Management Board of the Transferee. The above members of the management bodies of the Target Issuer have concluded the respective supervisory board and management board member agreements with the Transferee. Through companies owned by them, Heino Priimägi and Oliver Kruuda also hold a stake in the share capital of the Transferee. Other members of the management bodies of the Target Issuer have no agreements or other association with the Transferee. 2. The members of the Supervisory Board and member of the Management Board of the Target Issuer have not been elected or appointed by the Transferee or on the Transferee's proposal. 3. The members of the Supervisory Board and Management Board have no conflict of interest with respect to the takeover bid. We should, however, separately point out that Heino Priimägi, member of the Supervisory Board, and Oliver Kruuda, member of the Management Board of the Target Issuer, are shareholders of the Transferee through companies controlled by them. At the same time, the Supervisory Board confirms that the takeover bid price complies with the takeover bid regulations and has been approved by the Financial Supervision Authority. 4. In the meaning of the Securities Market Act, the companies which are controlled by Heino Priimägi, member of the Supervisory Board, and Oliver Kruuda, General Manager of the Target Issuer, and which hold shares in the Target Issuer do not intend to accept the takeover bid. None of the Supervisory Board or Management Board members directly hold shares in the Target Issuer, and cannot thus accept or reject the takeover bid. 5. No agreements have been concluded between the Target Issuer and members of its Supervisory Board or Management Board, which would stipulate a compensation payable by the Target Issuer or a third party, with the takeover bid placed on the shares of the Target Issuer set as a condition for discharge of such an agreement or payment of compensation to any member of the management body. 6. In the opinion of the members of the Supervisory Board, the takeover bid bears a positive economic rationale for AS Kalev and its shareholders. For quite some time, the Target Issuer has been expanding its activities beyond the food production industry — for instance, the well-timed entry into the real estate sector has allowed AS Kalev to post a good profit. AS Kalev intends to continue as an investment company, aiming at making investments and generating as big a return on the investments for the shareholders of AS Kalev as possible. This will take the company beyond the borders of the food production industry, for which the company has found a buyer — a buyer who has not only offered a very good price for the companies but is also able to further expand the food production companies by exploiting the group synergy and a wider international base. The takeover bid therefore provides those investors in the Target Issuer who are interested in investing in Kalev as merely a food production company with the option of leaving the circle of investors and getting a fair compensation in return. Future plans will take the Target Issuer to quickly growing sectors. The Management Board of AS Kalev has proven itself, raising the price of the company's share several times over with its activities. The Supervisory Board therefore believes that the investments to be made will earn a good profit for the shareholder. The Transferee has indicated in the takeover bid that no changes are planned to be made regarding the staff of the Target Issuer in connection with the takeover bid. The Supervisory Board of AS Kalev issued this opinion on 16 November 2007. Heino Priimägi Chairman of the Supervisory Board Marko Kaha Member of the Supervisory Board Ülo Suurkask Member of the Supervisory Board