Kalev                           ANNOUNCEMENT                            25.11.2004



Resolutions of the ordinary shareholders' meeting



80.55% of Kalev Ltd.'s share capital was represented  at  the  company's  ordinary

general meeting, held yesterday, on November 24. The general meeting  thus  had  a

quorum.



Tallinn notary Kersti Paeveer participated at the meeting to  supervise  over  the

general meeting's right to pass resolutions.





Resolutions of the ordinary general meeting of the shareholders:



1.  To appoint Heino Priimägi, personal identification code: 35407014719,  as  the

    member of the Supervisory Board as of 2 December 2004.



2.  To approve the Annual Report of Kalev Ltd. for the period between 1 July  2003

    and 30 June 2004.



3.  To allocate the net profit of Kalev Ltd. for the financial year  2003/2004  as

    follows:



3.1.    To increase mandatory reserve by 859,233 kroons to a  total  of  4,020,204

    kroons.



3.2.    To carry out a bonus issue on the "Retained earnings" entry under  owner's

    equity in the amount of 141,514,656  kroons,  and  on  the  "Profit  for  the

    financial year" entry under  owner's  equity  in  the  amount  of  16,035,344

    kroons.



3.3.    To transfer the remaining profit  in  the  amount  of  290,087  kroons  to

    "Retained earnings".



4.  To contract Ernst & Young Baltic  AS,  registry  code:  10877299,  located  at

    Harju 6 in Tallinn, as the auditor of the company.



    Ernst & Young Baltic AS will receive remuneration for the  audit  services  on

    the basis of the contract to be concluded thereof.



5.  To increase the share capital as follows:



5.1.    To increase, at the expense of  owner's  equity  and  without  making  any

    monetary  contributions  (bonus  issue),  the  company's  share  capital   by

    157,550,000 kroons to a total of 236,325,000 kroons.



5.2.    To issue 15,755,000 new common shares with a nominal  value  of  ten  (10)

    kroons per one (1) share.



5.3.    To carry out a bonus issue on the basis  of  the  balance  sheet  for  the

    financial year 2003/2004 - on the "Retained  earnings"  entry  under  owner's

    equity in the amount of  141,514,656  kroons  and  on  the  "Profit  for  the

    financial year" entry under  owner's  equity  in  the  amount  of  16,035,344

    kroons.



5.4.    To set 8 December 2004 as  the  deadline  for  establishing  the  list  of

    security holders who have the right to participate in the bonus issue.



5.5.    The shares to be issued  will  give  shareholders  the  right  to  receive

    dividends from financial year 2004/2005 onwards.



5.6.    The shares issued by way  of  bonus  issue  will  be  transferred  to  the

    shareholders' securities accounts on 8 December 2004.



5.7.     The  bonus  issue  will  be  conducted  on  the  basis  of  the  list  of

    shareholders as at 8:00 on 8 December 2004.





Ruth Roht

PR Manager

+372 6 077 858