Tallinna Börs                 NEWS RELEASE                      04/14/2004



NOTICE OF DECISION TO MAKE THE CASH OFFER



Baltic Tele AB, registration number 556454-0085, address c/o 

TeliaSonera AB, Ekonomi, Box 7754, SE-103 96, Stockholm, 

Sweden, decided on 14 April 2004 to make an offer to acquire all 

shares of AS Eesti Telekom, registry code 10234957, address 

Roosikrantsi 2, 10119 Tallinn, not already owned by Baltic Tele AB 

from all holders of shares of AS Eesti Telekom ("Shareholders") on 

the following terms and conditions (the "Offer"):



1. Baltic Tele AB and persons acting in concert with Baltic 

Tele AB:	



Baltic Tele AB is a holding company belonging to the TeliaSonera 

group of companies ("TeliaSonera Group"). All shares of Baltic Tele 

AB are owned by TeliaSonera AB (publ) ("TeliaSonera AB"), a 

company incorporated pursuant to the laws of Sweden with 

registration number 556103-4249, which is the ultimate parent 

company of the TeliaSonera Group. The persons acting in concert 

with Baltic Tele AB within the meaning of the Securities Market Act 

of Estonia are the companies controlled by TeliaSonera AB.



2. Number of shares of AS Eesti Telekom owned by Baltic 

Tele AB and persons acting in concert:	



Baltic Tele AB owns 67,317,756 A-shares of AS Eesti Telekom, 

representing 48.91% of the total number of shares of AS Eesti 

Telekom. None of the persons acting in concert with Baltic Tele AB 

owns any shares of AS Eesti Telekom or any securities convertible 

into or rights to subscribe for any shares of AS Eesti Telekom.



3. Description of shares in respect of which the Offer is 

made:



The total number of shares issued by AS Eesti Telekom is 

137,644,429, which is divided into 137,644,428 A-shares (the "A-

Shares") and 1 B-share (the "B-Share").



The Offer is made in respect of all shares of AS Eesti Telekom not 

already owned by Baltic Tele AB, being 70,326,672 A-Shares and 

one B-Share representing 51.09% of all shares of AS Eesti 

Telekom (the "Shares"). 






A-Shares are freely transferable shares with a nominal value of EEK 

10 each. A-Shares are listed on the Tallinn Stock Exchange (HEX 

Tallinn) and global depository receipts ("GDRs") representing the 

A-Shares (each GDR represents 3 A-Shares) are admitted to the 

official list of the United Kingdom Financial Services Authority in its 

capacity as competent authority under the United Kingdom Financial 

Services and Markets Act 2000 and to trading on the market for 

listed securities of the London Stock Exchange plc. Each A-Share 

gives the Shareholder one vote at the general meeting of 

shareholders of AS Eesti Telekom. 



The B-Share is a preferred share having a nominal value of 

EEK 1,000. The B-Share grants the Shareholder the preferential 

right to a dividend as a fixed sum in the amount of EEK 10,000 and 

gives the Shareholder one vote at the general meeting of 

shareholders to vote only on the following issues (a limited right to 

vote) (i) amendment of the articles of association; (ii) increase and 

reduction of the share capital; (iii) issuance of convertible bonds; 

and (iv) merger, division, transformation and/or dissolution of the 

company. The B-Share is not admitted to trading in any stock 

exchange or other regulated market. Pursuant to the shareholders’ 

agreement relating to AS Eesti Telekom dated 21 December 1998 

the B-Share shall be converted into A-Shares and all rights attaching 

to the B-Share will cease to have any application on 10 May 2004. In 

the event the B-Share will be converted into A-Shares during the 

Offer Period (as defined below), the Offer shall also apply to all 

A-Shares issued in replacement of the B-Share.



In the event any convertible bonds issued by AS Eesti Telekom will 

be converted into A-Shares and the increase of the share capital of 

AS Eesti Telekom necessary to effect such conversion will be 

registered with the Commercial Registry during the Offer Period, the 

Offer shall also apply to all A-Shares issued in exchange of the 

convertible bonds In the event any convertible bonds issued by AS 

Eesti Telekom will be converted into A-Shares after the expiry of the 

Offer Period (i.e. if the increase of the share capital of AS Eesti 

Telekom necessary to effect such conversion will be registered with 

the Commercial Registry after the expiry of the Offer Period), then, 

within six months after the expiry of the Offer Period, Baltic Tele AB 

shall purchase all such A-Shares issued in exchange of the 

convertible bonds for the A-Share Price (as defined below), provided 

that the Conditions Precedent (as defined in subsection 6 below) will 

be fulfilled during the Offer Period.



4. Purchase price:



EEK 111.30 per A-Share (the "A-Share Price")

EEK 11,130 per B-Share (the "B-Share Price")



In case the B-Share will be converted into 100 A-Shares during the 

Offer Period, then the purchase price for each A-Share issued in 

replacement of the B-Share shall be the A-Share Price.



5. Offer period



The period of acceptance of the Offer (the "Offer Period") begins 

after the approval of the notice and prospectus of the Offer by the 

Estonian Financial Supervision Authority ("FSA") on the date of 

publishing of the notice and prospectus of the Offer and ends on the 

date being 42 days from the beginning of the Offer Period (the 

"Closing Date"). The transaction instructions of the Shareholders 

wishing to accept the Offer must be registered with the Estonian 

Central Register of Securities (the "ECRS") by 5.00 p.m. Estonian 

time on the Closing Date.   



6. Conditions for the completion of the Offer 



The rights and obligations determined by the Offer shall arise in case 

both of the following conditions ("Conditions Precedent") are 

fulfilled:



(i) Baltic Tele AB obtains, during the Offer Period, the approval of 

the Estonian Competition Board for the acquisition of control 

over AS Eesti Telekom (permission for concentration); 

(ii) Shareholders give acceptances to the Offer in such extent 

which will result in Baltic Tele AB holding, together with the 

shares of AS Eesti Telekom held by Baltic Tele AB on 14 April 

2004, at least eighty five per cent (85%) of all shares of AS 

Eesti Telekom ("Threshold Condition").



Baltic Tele AB shall have the right to waive the Threshold Condition 

not later than on the 10th calendar day before the expiry of the Offer 

Period.

	

7. Method of payment of the purchase price and transfer of 

Shares



Baltic Tele AB shall pay the purchase price to each Shareholder who 

has accepted to sell the Shares to Baltic Tele on the 10th trading day 

after the Closing Date (the "Value Date") to such accepting 

Shareholder’s cash account connected to his/her/its securities 

account. Baltic Tele AB shall pay the purchase price to each 

accepting Shareholder against the delivery of Shares by such 

accepting Shareholder to Baltic Tele AB (delivery versus payment). 

The Shares to be acquired by Baltic Tele AB shall be transferred from 

each accepting Shareholder to Baltic Tele AB on the Value Date 

simultaneously with the transfer of the purchase price for the Shares 

to the cash account of such accepting Shareholder (delivery versus 

payment). For the purposes of this document, the "trading day" shall 

mean the day when the trading system of the Tallinn Stock 

Exchange (Hex Tallinn) is open for trading.



8. Procedure for accepting the Offer



Starting from the beginning of the Offer Period, each Shareholder 

wishing to accept the Offer should contact the relevant financial 

institution operating the securities account on which the Shares 

belonging to such Shareholder are held (ECRS account operator) and 

register a transaction instruction, in accordance with the terms to be 

detailed in the prospectus of the Offer, for the sale of Shares to 

Baltic Tele AB against payment. 



In accordance with the laws of the Republic of Estonia, on 14 

April 2004 Baltic Tele AB has submitted the notice and 

prospectus of the Offer to FSA for approval. According to the 

Securities Markets Act of Estonia, the FSA 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 FSA. 



The prospectus will be made electronically available on the 

Internet website of Tallinn Stock Exchange (www.hex.ee) 

and the printed prospectus will be made available at 

Hansapank’s main branch at Liivalaia 8, Tallinn, Estonia. 

 

The above-specified terms of the Offer may be changed or 

specified, if so requested by the FSA. If the FSA decides not 

to approve the notice and prospectus of the Offer, then the 

Offer will not be made.



All information contained in this document is presented as at 14 April 

2004, the date of submission of the prospectus and notice of the 

Offer to the FSA for approval. Neither the delivery of this document 

nor the making of the Offer shall in any circumstances imply that the 

information contained in this document is correct at any time 

subsequent to the above-referred date or that any other information 

supplied in connection with the Offer is correct as of any time 

subsequent to the date indicated in the document containing such 

information.





AS Hansapank, 

representative of Baltic Tele AB regarding the cash offer (in Estonia)





Lauri Lind

+372 6131 355

Lauri.Lind@hansa.ee