Eesti Telekom
THE COUNCIL OPINION

Eesti Telekom / 

23.09.2009 

Dissemination of a Adhoc News, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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This opinion has been prepared in accordance with § 171(2) of the Securities    
Market Act and Chapter 9 of the Decree No. 71 of the Ministry of Finance dated  
28 May 2002 'The Takeover Rules' in connection with the takeover bid made by    
TeliaSonera AB (publ) (the 'Offeror') concerning the shares in AS Eesti Telekom 
(the 'Target Issuer').  
                                                        
The Supervisory Council of the Target Issuer consists of the chairman Mr. Mats  
Göran Salomonsson and members Mr. Lars Gunnar Klasson, Mr. Freenasp Mobedjina,  
Mr. Tarmo Porgand, Mr. Jüri Raatma, Mr. Aare Tark and Mr. Juha-Pekka Weckström. 
The Management Board of the Target Issuer consists of the chairman Mr. Valdo    
Kalm and members Mr. Valdur Laid, Mr. Enn Saar and Mr. Leho Tamm. 
              
The Supervisory Council of the Target Issuer is of the following opinion: 
      
1. Messrs. Lars Gunnar Klasson, Freenasp Mobedjina, Mats Göran Salomonsson and  
Juha-Pekka Weckström have employment agreements with the group companies of the 
Offeror. There are no other contracts or relationships between the Offeror and  
the members of the Supervisory Council or the Management Board of the Target    
Issuer.  
                                                                       
2. In accordance with applicable law, the Supervisory Council of the Target     
Issuer presents its proposal concerning each item on the agenda of the general  
meeting of shareholders of the Target Issuer before the meeting, including the  
election of the members of the Supervisory Council. All Supervisory Council     
members have been proposed as the candidates by the Supervisory Council. Messrs.
Lars Gunnar Klasson, Freenasp Mobedjina, Mats Göran Salomonsson and Juha-Pekka  
Weckström have been set up as candidates to the Supervisory Council upon        
proposal of the Offeror.                                                        
The members of the Management Board of the Target Issuer have been elected by   
the Supervisory Council of the Target Issuer.    
                               
3. The members of the Supervisory Council and the Management Board of the Target
Issuer have no conflicts of interest arising from the takeover bid. Messrs. Lars
Gunnar Klasson, Freenasp Mobedjina, Mats Göran Salomonsson and Juha-Pekka       
Weckström have not participated in the preparation of the takeover bid. Strict  
internal rules have been established by the Target Issuer and the Offeror to    
avoid the disclosure of confidential information from the Supervisory Council   
members to the Offeror's team preparing the takeover bid and vice versa.  
      
4. The Supervisory Council, including independent members of the Supervisory    
Council, Messrs. Tarmo Porgand, Jüri Raatma and Aare Tark, deem that due to     
economies of scale, further integration of the Target Issuer with the Offeror   
resulting from the takeover bid may improve Target Issuer's efficiency and      
ability to develop new services. The Offeror has indicated in the takeover      
prospectus that no immediate structural changes or significant changes are      
foreseen with regard to the Target Issuer's employees but the Offeror will seek 
to optimally utilize the human resource capacity in the Target Issuer. 
         
5. The members of the Supervisory Council and the Management Board do not own   
any shares of the Target Issuer and therefore are not in the position to accept 
or reject the takeover bid.         
                                            
6. There are no agreements between the Target Issuer and any member of the      
Management Board or the Supervisory Council that provide for payment of         
compensation by the Target Issuer or any third party or termination of such     
agreements in the case of a takeover bid concerning the shares of the Target    
Issuer.                                                                         

This opinion has been adopted by the Supervisory Council on 22 September 2009.  
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| Mats Göran Salomonsson               | Lars Gunnar Klasson                   |
| Chairman of the Supervisory Council  | Member of the Supervisory Council     |
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| Freenasp Mobedjina                   | Tarmo Porgand                         |
| Member of the Supervisory Council    | Member of the Supervisory Council     |
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| Jüri Raatma                          | Aare Tark                             |
| Member of the Supervisory Council    | Member of the Supervisory Council     |
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| Juha-Pekka Weckström                 |                                       |
| Member of the Supervisory Council    |                                       |
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News Source: NASDAQ OMX



23.09.2009  Financial News transmitted by DGAP

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Language:     English
Company:      Eesti Telekom
              
               
              Estonia
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         EE3100007220
WKN:          
 
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