OREANDA-NEWS. On 9 September 2009 TeliaSonera AB (publ) (hereinafter “TeliaSonera”) (registry code 556103-4249, address Stureplan 8, SE-106 63 Stockholm, Sweden) made a cash offer for the shares of AS Eesti Telekom (“Eesti Telekom”) (registry code 10234957, address Valge 16, Tallinn). The acceptance period of the cash offer ended on October 9, 2009. TeliaSonera was offering EEK 93.00 for each share of Eesti Telekom, reported the press-centre of Eesti Telekom.

After the acquisition of shares sold to TeliaSonera in the cash offer, TeliaSonera will own a total of 51,678,650 shares of Eesti Telekom, constituting 37.46 percent of all shares of Eesti Telekom and votes represented by these shares. Baltic Tele AB, being the wholly owned subsidiary of TeliaSonera, owns a total of 82,936,299 shares of Eesti Telekom, constituting 60.12 percent of all shares of Eesti Telekom and votes represented by these shares. Following the acquisition of shares in the cash offer, TeliaSonera will own, directly and indirectly, a total of 134,614,949 shares, constituting 97.58 percent of all shares of Eesti Telekom.

According to Article 1821 of the Securities Market Act, if the offeror has acquired at least 9/10 of the issuer's share capital carrying voting rights as a result of the takeover bid, then, at the request of the offeror, the general meeting of shareholders of the issuer may decide on the takeover of the shares belonging to remaining shareholders against fair compensation.

Acting on the basis of Article 1821 of the Securities Market Act, TeliaSonera submitted to the Management Board of Eesti Telekom on 7 July 2008 a request to convene the extraordinary general meeting of shareholders to decide upon the takeover of the shares belonging to the remaining shareholders of Eesti Telekom (hereinafter “Minority Shareholders”) against fair compensation (squeeze-out). TeliaSonera determined the amount of fair compensation payable to the Minority Shareholders for the takeover of their shares to be EEK 93.00 per share, which is equal to the price offered in the takeover bid.

Based on the above, the Management Board of Eesti Telekom calls an extraordinary general meeting of shareholders of Eesti Telekom to decide upon the takeover of the shares belonging to the Minority Shareholders by TeliaSonera against fair compensation.

The extraordinary general meeting of shareholders will be held on 20 November 2009 at 12:00 (noon) in the building of Eesti Telekom (Valge 16, Tallinn).

The shareholders registered in the share register of Eesti Telekom on 10 November 2009 at 11:59pm will have the right to vote at the general meeting.

Registration for the general meeting starts on 20 November 2009 at 11:30am at the place of the meeting. For registration for the meeting, shareholders must present identity documents and representatives of shareholders’ must present documents proving their right of representation.

The draft resolution of the extraordinary general meeting, annual reports and management reports of Eesti Telekom for financial years 2006, 2007 and 2008, the takeover report and the auditor's report are available for all shareholders on the Internet at www.telekom.ee and in the office of Eesti Telekom at Valge 16, Tallinn, from 19 October 2009 on workdays from 9:00am to 5:00pm.

Any questions regarding the extraordinary general meeting can be asked by phone (372) 6 311 212, on the Internet at www.telekom.ee, or by e-mail mailbox@telekom.ee.
 
AGENDA OF THE GENERAL MEETING
I.              Approval of the takeover of shares
Taking into account the respective application of TeliaSonera AB (publ) (hereinafter “TeliaSonera”), the Supervisory Council proposes to approve, in accordance with § 1821 of the Securities Market Act, the takeover by TeliaSonera AB of the shares of AS Eesti Telekom held by the remaining shareholders (except Baltic Tele AB) (hereinafter “Minority Shareholders”) on the following terms:

The fair compensation payable to the Minority Shareholders shall be EEK 93.00 per each share that is subject to the takeover.

The compensation in the amount set out in Section 1 above has been determined on the assumption that the shares subject to takeover are not encumbered by pledge or other rights of third parties.

The transfer of shares subject to takeover from the Minority Shareholders to TeliaSonera and the payment of compensation to Minority Shareholders shall be arranged by the registrar of the Estonian Central Register of Securities (hereinafter “ECRS”) on the basis of the application of the Management Board of AS Eesti Telekom. This application shall be submitted by the Management Board to the ECRS after the passage of one month as of the adoption of this resolution. The compensation shall be payable to the Minority Shareholders simultaneously with the transfer of shares subject to takeover to TeliaSonera.

II.            Amendment of the Articles of Association
On 14 October 2009, members of the Supervisory Council of AS Eesti Telekom Tarmo Porgand and Juri Raatma submitted notices of their resignation from the Supervisory Council in connection with a requirement stipulated in § 69 (1) of the Estonian Public Service Act, which stipulates that it is prohibited for a state official to belong to the permanent directing body or permanent control or audit body of a company, except as a representative of the state to the directing or supervisory body of a company with participation of the state or a person in public law. The resignation of Tarmo Porgand and Juri Raatma came into effect on 16 October 2009, as the payment of purchase price to the bank account of the Ministry of Finance of the Republic of Estonia and transfer of shares to the securities account of TeliaSonera AB was executed, in accordance with the cash offer of 9 September 2009 by TeliaSonera to acquire shares of Eesti Telekom. In connection with the above, the Supervisory Council proposes to amend the Articles of Association of AS Eesti Telekom as follows:

To amend the first sentence of article 5.3.1. and formulate it as follows: “The Supervisory Council consists of five (5) to ten (10) members.”