KALEV

ANNOUNCEMENT



ANNUAL GENERAL MEETING OF SHAREHOLDERS



The agenda of the 17.05.2000 annual general meeting of AS Kalev shareholders:



1. approval of 1999 annual report

2. recall of Supervisory Board members, election of new Supervisory Board 

members

3. appointment of auditor



the following materials are to be presented in the AGM:

1. AS Kalev audited annual report, incl. financial statements, auditor's 

report, management report and proposal for covering net loss posted in 1999.

2. Supervisory Board report





Supervisory Board's evaluation of AS Kalev Management Board's activities in 

year 1999.



The main task of the Supervisory Board is to plan the company's activities, 

arrange the management of the company and supervise over the activities of 

the company's Management Board.



The current report evaluates the activities of all Management Board members 

in year 1999, not only the current Management Board.



In 1999 financial year the Supervisory Board held altogether 14 meetings to 

discuss the company's previous month's sales, production and financial 

activities, and heard and evaluated management reports. Resolutions made on 

Supervisory Board meetings were aimed to improve the company's financial and 

business activities; the execution of these resolutions, however, was 

sometimes insufficient due to difficulties in exporting of the output of 

Estonian food industry and smallness of the domestic market. Also the 

Supervisory Board did not always perform a proper control on the Management 

Board's activities on execution of resolutions of the Supervisory Board 

(restructuring of subsidiaries in Russia and Ukraine).



In 1999 financial year the proprietary rights of core investors of AS Kalev 

were re-organized, resulting in inability of shareholders' general meeting to 

timely elect an effective Supervisory Board and thus also lack of radical 

decisions upon appointment of Management Board members. Resulting frequent 

changes in the Supervisory Board and major changes among the company's 

executive management had a negative impact on execution of the company's core 

business activities.





Heino Priimägi

Chairman of the Supervisory Board





Kristina Seimann

Public Relations Manager

+372 628 38 58