OREANDA-NEWS. August 28, 2009. TeliaSonera AB has decided to make an offer to acquire all shares of AS Eesti Telekom not already owned by TeliaSonera AB and companies controlled by TeliaSonera AB (“TeliaSonera”) from the shareholders of AS Eesti Telekom on the following terms and conditions (the “Offer”):

Offeror, persons acting in concert, target issuer

The offeror is TeliaSonera AB (publ), a company incorporated pursuant to the laws of Sweden, with the registration number 556103-4249 and registered address SE-106 63 Stockholm, Sweden (the “Offeror”).

TeliaSonera AB is the ultimate parent company of TeliaSonera.

The Offeror holds its current shareholding in AS Eesti Telekom through its wholly-owned subsidiary Baltic Tele AB. For the purposes of this Offer, the persons acting in concert with the Offeror are the companies controlled by the Offeror.

Baltic Tele AB is a company incorporated pursuant to the laws of Sweden, with the registration number 556454-0085 and registered address c/o TeliaSonera AB, Ekonomi, Box 7754, 106 63, Stockholm, Sweden.

The target issuer is AS Eesti Telekom, a company incorporated pursuant to the laws of Estonia, with the registry code 10234957 and registered address Valge 16, Tallinn 19095, Estonia (“Eesti Telekom”).

Shares of Eesti Telekom held by the Offeror and persons acting in concert

Baltic Tele AB owns 82,936,299 shares of Eesti Telekom, representing approximately 60.12% of all shares of Eesti Telekom and of votes represented by such shares. Other companies within TeliaSonera do not own any shares of Eesti Telekom.

Description of shares being the object of the Offer
Eesti Telekom has issued a total of 137,954,528 registered common shares with the nominal value of 10 Estonian kroons each share.

The Offer is made in respect of all shares of Eesti Telekom which are not already owned by TeliaSonera Group, being 55,018,229 shares representing approximately 39.88% of all shares of Eesti Telekom.

All shares of Eesti Telekom are listed on the Tallinn Stock Exchange and global depository receipts (the “GDRs”) representing the shares (each GDR represents three shares) are listed on the Official List maintained by the United Kingdom Financial Services Authority in its capacity as competent authority for the purposes of the United Kingdom Financial Services and Markets Act 2000 (as amended) (the “UK Listing Authority”) and traded on the London Stock Exchange plc’s (the “London Stock Exchange”) main market for listed securities. The Offer is not being extended to the GDRs.

Each share gives the shareholder one vote at the general meeting of shareholders of Eesti Telekom.

Purchase price
93.00 Estonian kroons per share (the “Purchase Price”).

Term of the Offer

The time period for accepting the Offer shall commence on 9 September 2009 and end on 9 October 2009. Shareholders wishing to accept the Offer must submit transaction instructions to their custodians by such deadline on 9 October 2009 as specified by the custodians which will enable the custodians to register the instructions in the Estonian Central Register of Securities (“ECRS”) by 17:00 (Estonian time) on 9 October 2009 at the latest.

Payment of the Purchase Price and transfer of the shares
Payment of the Purchase Price and transfer of the shares shall be executed on 16 October 2009 (the “Value Date”) through delivery-versus-payment method. On the Value Date the Offeror shall pay to each shareholder who has accepted the Offer the Purchase Price according to the number of shares sold by such shareholder against the transfer of the relevant shares.

Procedure for acceptance of the Offer
Each shareholder wishing to accept the Offer and sell the shares must contact the relevant custodian of its securities account who operates the ECRS securities account on which the shares of Eesti Telekom belonging to such shareholder are held and submit to the custodian a transaction instruction for the sale of shares in accordance with the terms set forth in the prospectus of the Offer.

The Offer is not being extended to the GDRs.  Holders of GDRs who wish to participate in the Offer are eligible to do so only if (i) they are outside the United States of America, (ii) they are otherwise lawfully able to do so,  (iii) they become shareholders by (a) presenting their GDRs to the international depositary for the GDRs for withdrawal outside the United States of America and (b) upon compliance with the terms of the GDR deposit agreement, including payment of any fees and any applicable transfer fees, taxes and governmental charges, requesting the depositary to deliver to them, outside the United States, the shares represented by the GDRs so presented, (iv) they accept the Offer in respect of the resulting shares in accordance with the terms of the Offer.

In accordance with the laws of the Republic of Estonia, TeliaSonera AB submitted on 24 August 2009 the notice and prospectus of the Offer to Estonian Financial Supervision Authority (the “EFSA”) for approval. According to the Securities Markets Act of Estonia, the EFSA shall decide on the approval of the notice and prospectus of the Offer within 15 calendar days as of the receipt of the respective application of the Offeror. The notice and prospectus of the Offer shall be published after their approval by the EFSA.

The terms of the Offer specified above may be changed or specified, if so requested by the EFSA. If the EFSA decides not to approve the notice and prospectus of the Offer, then the Offer will not be made.

All information contained in this notice is presented as at 24 August 2009, the date of submission of the prospectus and notice of the Offer to the EFSA for approval.

This notice does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of or be relied on in connection with, any contract therefor. The Offer is not being made and will not be made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this notice and any related offering documents are not being, and must not be, mailed or otherwise transmitted, distributed or forwarded in or into the United States of America. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No securities or other consideration is being solicited and if sent in response by a resident of the United States of America will not be accepted. No indications of interest in the Offer are sought by this notice.

The release, publication or distribution of this notice in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this notice is released, published or distributed should inform themselves about and observe such restrictions. Receipt of this notice will not constitute an offer in those jurisdictions in which it would be illegal to make the Offer and in such circumstances it will be deemed to have been sent for information purposes only.

The Offer will not be made, directly or indirectly, in or into and is not and will not be capable of acceptance in or from Canada, Australia, Japan or Italy. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid.

Persons receiving this document or any other related documents (including custodians, nominees and trustees) should observe these restrictions and must not send or distribute this document in or into the United States of America Canada, Australia, Japan or Italy. Doing so may render invalid any purported acceptance.