OREANDA-NEWS. May 05, 2008. We hereby inform you that the management board of AS Eesti Telekom, registration No. 10234957, address Valge 16, Tallinn, calls an annual general meeting of shareholders of AS Eesti Telekom. The annual general meeting of shareholders will be held on 22 May 2008 at 12:00(noon) in the building of AS Eesti Telekom (Valge 16, Tallinn), reported the press-centre of Eesti Telekom.

The shareholders registered in the share register of AS Eesti Telekom on 12 May 2008 at 11.59pm have the right to vote at the general meeting.

Registration for the general meeting starts on 22 May 2008 at 11:30am at the place of the meeting. For registration for the meeting:

A shareholder, being a natural person, must present a passport or identity card as an identity document, a representative must also present a duly executed  power of attorney;

A representative of a shareholder, being a legal person, must present an extract from the respective (commercial) register, where the legal person is registered (for an Estonian legal person, a copy of the Commercial Register's card B, which is not older than 15 days), proving the right of the person to represent the shareholder (legal authorisation), and the representative's identity document; if the person is not a legal representative, a duly executed power of attorney (authorisation by transaction) and the representative's identity document must be produced in addition to the extract from the register.              
       
Documents (except for the power of attorney) of a legal person registered in a foreign country must be legalised by the Ministry of Foreign Affairs of the Republic of Estonia or by a foreign representation of the Republic of Estonia, or confirmed with apostille.                
                           
The 2007 Annual Report, independent auditor's report and the Statement of the Supervisory Board are available for all shareholders on the Internet at http://www.telekom.ee and in the office of AS Eesti Telekom at Roosikrantsi 2, Tallinn from 23 April 2008 on workdays from 10:00am to 2:00pm. Any questions regarding the general meeting can be asked by phone (372) 631 1212, on the Internet at http://www.telekom.ee, or by mail to mailbox@telekom.ee.                                          

AGENDA AND DRAFT RESOLUTION FOR THE GENERAL MEETING, APPROVED BY THE SUPERVISORY COUNCIL OF AS EESTI TELEKOM ON 22 APRIL 2008

1. Approval of the 2007 Annual Report and allocation of profits:

1.1  To approve the 2007 Annual Report. 

1.2  To distribute consolidated retained earnings of the Eesti Telekom Group as of the end of the year 2007, attributable to the equity holders of the parent company of the Group, totalling EEK 2,429,361 thousand as follows:

a.       To distribute among the shareholders and pay to the shareholders as dividends EEK 1,448,523 thousand, i.e. EEK 10.50 per share, based on a total of 137,954,528 shares entitled to dividends.

b.      To leave the residual retained earnings totalling EEK 980,838 thousand undistributed among the shareholders.

The list of shareholders based on which dividends will be distributed shall be fixed at 23:59pm on 6 June 2008. The dividends shall be paid out on 17 June 2008.

2. Buy-back option of AS Eesti Telekom shares

To authorize AS Eesti Telekom to acquire, within five years from the adoption of the resolution of the General Meeting (i.e. until 22 May 2013), AS Eesti Telekom shares so that the total of the nominal values of such shares held by AS Eesti Telekom will not exceed the limits prescribed by law, and the price paid per share will not be lower than nominal value of one share and will not exceed the higher of the price of the last independent trade and the highest current independent bid on the Tallinn Stock Exchange on the day of the share acquisition.

AS Eesti Telekom will pay for the said shares from the company's assets that exceed its share capital, reserve capital, and share premium. The maximum number of shares to be acquired each time in accordance with this resolution shall be determined on each occasion separately by a resolution of the Supervisory Council of AS Eesti Telekom.

3. Recall and election of the Supervisory Council members

To recall the following members of the Supervisory Council of AS Eesti Telekom: Anders Gylder, Lars Gunnar Klasson, Jorgen Latte, Tarmo Porgand, Juri Raatma Mats Salomonsson and Aare Tark. To consider the members of the Council recalled and the term of their authorities as members of the Council terminated from the moment of this resolution.

To elect as members of the Supervisory Council of AS Eesti Telekom: Anders Gylder, Lars Gunnar Klasson, Jorgen Latte, Tarmo Porgand, Juri Raatma Mats Salomonsson and Aare Tark. To consider the above persons elected and the term of their authorities as members of the Council commenced from the moment of this decision.

4. Remuneration of the Supervisory Council members

The members of the Supervisory Council may be paid the following remuneration: Chairman of the Council EEK 20,000 per month and a Member of the Council EEK 11,000 per month. Members of the Council may be compensated for actual expenses related to executing their duties (e.g. accommodation, transport, and communications expenses) on the basis of an application made by a Member of the Council.

5. Election and remuneration principles of an auditor

To appoint AS PricewaterhouseCoopers (reg. No. 10142876) as an auditor of AS Eesti Telekom in the financial year of 2008. The provision of services and remuneration for the auditing services will be based on a contract entered into with the auditing company.