Eesti Telekom
NOTICE CALLING AN EXTRAORDINARY GENERAL MEETING OF AS EESTI TELEKOM

Eesti Telekom / 

19.10.2009 

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

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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.                                                                  

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 39.00 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                                                   

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.                 

Amendment of the Articles of Association                                        

On 14 October 2009, members of the Supervisory Council of AS Eesti Telekom Tarmo
Porgand and Jüri 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 Jüri 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.'                  


Respectfully yours,                                                             
Management board of AS Eesti Telekom

News Source: NASDAQ OMX



19.10.2009  financial News transmitted by DGAP

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Language:     English
Company:      Eesti Telekom
              
               
              Estonia
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         EE3100007220
WKN:          
 
End of News                                     DGAP News-Service
 
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