Tallinna Börs                 NEWS RELEASE                      04/29/2004



CASH OFFER TO EESTI TELEKOM SHAREHOLDERS



NOTICE OF THE CASH OFFER



In accordance with the Rules of Takeover Bids and other laws 

effective in the Republic of Estonia, Baltic Tele AB, registration 

number 556454-0085, address c/o TeliaSonera AB, Ekonomi, Box 

7754, SE-103 96, Stockholm, Sweden, makes 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 the shareholders 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 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, upon the respective demand of the Shareholder, 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 11,130.00 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 

on 30 April 2004 and ends on 10 June 2004 (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 22 June 2004 (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). 



8. Procedure for accepting the Offer



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 specified in the prospectus of the Offer in 

more detail, for the sale of Shares to Baltic Tele AB against 

payment. 



The prospectus will be made electronically available on the Internet 

website of the 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 authorised arranger of the Offer is AS Hansapank, registry code 

10060701, address Liivalaia 8, Tallinn 15040. AS Hansapank’s main 

field of activity is banking. As at 14 April 2004, AS Hansapank held 

193,122 A-Shares of AS Eesti Telekom, representing 0.14 % of the 

total number of shares of AS Eesti Telekom.

 

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. 



This notice, the prospectus of the Offer and the terms of the Offer 

have been approved by Finantsinspektsioon on 28 April 2004.







AS Hansapank, 

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





Lauri Lind

+372 6131 355

Lauri.Lind@hansa.ee