Conclusion of merger agreement

AS Luterma subsidiary Tere AS and its subsidiary OÜ Põlva Piim Tootmine entered
into a merger agreement on 14.04.2009 in which the merger between the parties
was agreed so that Tere AS (the acquiring company) would merge with OÜ Põlva
Piim Tootmine (the company being acquired). The company being acquired shall be
considered wound-up upon completion of the merger proceedings. The acquiring
company will continue with company name Tere AS. 

Upon merger, the company being acquired shall assign all of its assets to the
acquiring company. The balance sheet date shall be 1 May 2009. 

The members of the management board and supervisory board participating in the
merger will not be granted any special advantages in connection with the
merger. The members of the management board and supervisory board of Tere AS
shall remain the same - the members of the management board of Tere AS are Ülo
Kivine and Taavi Toots and the members of the supervisory board are Aivar
Häelm, Marko Kaha, Oliver Kruuda, and Allan Viirma. 

Upon merger, the entire share capital of OÜ Põlva Piim Tootmine will not be
replaced and it will become invalid. After merger the acquiring company share
capital will be 80 000 000 kroons (5,113 million EUR) and all 8 000 000 shares
of acquiring company with nominal value of 10 kroons (0,64 EUR), which is total
100% of acquiring company shares, belong to AS Luterma. 
AS Luterma has announced information on Tere AS economic indicators in
announcement made on 29.09.2008. 

AS Luterma management estimates that merger will not influence the stock price
of AS Luterma, because two AS Luterma subsidiaries with similar area of
activity are being merged and no significant change will occur in issuers
economic activities. 

The parties to the merger agreement are related persons with respect to AS
Luterma for the purposes of the Tallinn Stock Exchange rules. 


Allan Viirma
Head of the legal service
688 6600