Andmed seisuga: 21.07.2024 09:10 (GMT+3)

ETL: THE COUNCIL OPINION

11.05.2004, Eesti Telekom, TLN

Eesti Telekom NEWS RELEASE 05/11/2004

THE COUNCIL OPINION

This opinion has been prepared in accordance with § 171
of the Securities Market Act and Chapter 9 of the Decree
No. 71 of the Minister of Finance dated 28 May 2002 "The
Takeover Rules" in connection with the takeover bid made
by Baltic Tele AB (the "Offeror") concerning the shares
in AS Eesti Telekom (the "Target Issuer").


The Supervisory Council of the Target Issuer is of the
following opinion:

1. The members of the Supervisory Council and the
Management Board have no contracts or other relationships
with the Offeror except that Mr. Erik Hallberg and Mr.
Mats Salomonsson are members of the board of directors of
the Offeror. Ms. Annika Christiansson, Mr. Erik Hallberg,
Mr. Kennet Rådne and Mr. Mats Salomonsson have employment
agreements with the parent company of the Offeror,
TeliaSonera AB (publ). Mr. Krister Björkqvist has an
international assignment agreement with TeliaSonera
Finland Oyj, a member of TeliaSonera Group.

2. Ms. Annika Christiansson, Mr. Erik Hallberg, Mr.
Kennet Rådne and Mr. Mats Salomonsson have been elected
to the Supervisory Council upon the proposal of the
Offeror. Mr. Raivo Vare is an independent member of the
Supervisory Council whereas his candidature to the
Supervisory Council has been made by the Offeror in
accordance with the shareholders agreement dated 21
December 1998 between inter alia the Offeror and the
Republic of Estonia.

3. The members of the Supervisory Council and the
Management Board have no conflicts of interest arising
from the takeover bid. Ms. Annika Christiansson, Mr. Erik
Hallberg, Mr. Kennet Rådne and Mr. Mats Salomonsson have
not participated in the preparation of the takeover bid.
Strict internal rules have been established in the
TeliaSonera Group to avoid the disclosure of confidential
information from the Supervisory Council members to the
team preparing the takeover bid.

4. The Council estimates that the takeover bid over the
time has sound economic reasoning. As a part of
TeliaSonera group, the Target Issuer can take advantage
of the economies of scale and avail itself of the
purchasing power of TeliaSonera. With the combined
resources and large TeliaSonera market, the Target Issuer
will be able to offer competitive prices for new customer
services. The Offeror has indicated in the takeover
prospectus that no immediate structural changes are
foreseen with regard to the Target Issuer’s employees but
the Offeror will seek to optimally utilise the human
resource capacity in the Target Issuer. The independent
members of the Supervisory Council, Mr. Kalev Kukk, Ms.
Tiina Mõis, Mr. Aare Tark and Mr. Raivo Vare estimate
that the effect of the takeover bid on the Target Issuer
is positive and does not directly affect the employment
relationships of the Target Issuers with its employees.

5. The members of the Supervisory Council and the
Management Board other than Ms. Tiina Mõis and Mr.
Krister Björkqvist do not own any shares of the Target
Issuer and therefore they are not in the position to
accept or reject the takeover bid. Ms. Mõis and Mr.
Björkqvist both are going to accept 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 10 May 2004.

Aare Tark Annika Christiansson
Chairman of the Supervisory Member of the Supervisory
Council Council

Erik Hallberg Alo Kelder
Member of the Supervisory Member of the Supervisory
Council Council

Kalev Kukk Tiina Mõis
Member of the Supervisory Member of the Supervisory
Council Council

Tarmo Porgand Kennet Rådne
Member of the Supervisory Member of the Supervisory
Council Council

Mats Salomonsson Raivo Vare
Member of the Supervisory Member of the Supervisory
Council Council

Jaan Männik Krister Björkqvist
Chairman of the Management Board Member of the Management Board


Additional information:
Krister Björkqvist (372) 6272 465
CFO


Hille Võrk
Finantsjuht
6272460

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