EESTI TELEKOM

ANNOUNCEMENT



EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS



Extraordinary  Shareholders' Meeting of AS Eesti  Telekom

("EGM")



The  Management Board of AS Eesti Telekom ("ETL")  hereby

calls the EGM with the following agenda:



1.   Overview on current year business activity of ETL;

2.   Issue of convertible bonds;

3.   Waiver of pre-emptive rights to subscribe for the

     convertible bonds and shares to be issued in exchange 

     to the convertible bonds;

4.   Changes to the Statutes;

5.   Removal and election of the member of the Council.



The  reason for the issue of convertible bonds  (and  the

shares  in  exchange  to the convertible  bonds)  is  the

incentive program for the key employees of ETL group. The

right  to  subscribe  for  the will  be  granted  to  key

employees  of  the  ETL  group according  resolutions  of

councils   of  respective  group  companies.   The   same

procedure  is  to  be used upon deciding  the  number  of

convertible  bonds subscribed by each key  employee.  The

subscription period for convertible bonds is December 18,

2000  until January 5, 2001. Convertible bonds  could  be

exchanged  for the shares during two periods  of  May  2,

2003 until June 2, 2003, and of May 2, 2004 until June 2,

2004  according  to  the  terms  and  conditions  of  the

convertible  bonds.  The exchange and subscription  price

for  the  shares to be issued in exchange to  convertible

bonds  during  the  exchange period is the  trade  volume

weighted average price of the share at the Tallinn  Stock

Exchange ("TSE") between January 1 and January 31,  2001,

and  the trade volume weighted average price of the share

at  the  TSE between April 1 and April 30, 2001. The  new

maximum  registered share capital of ETL after the  lapse

of  conversion  period, as prescribed in  the  terms  and

conditions  of  convertible bonds, will be  1,382,332,780

EEK,   provided  that  all  convertible  bonds  will   be

converted into shares. The maximum number of shares to be

issued  in exchange to the convertible bonds is  850,000.

The  nominal  value of the shares is 10  EEK  each,  such

shares  being A-shares as determined in the  Statutes  of

ETL.  Shares issued in exchange to convertible bonds will

entitle  the  holder to dividend for the  financial  year

during which the exchange took place.



Pre-emptive rights to subscribe for the convertible bonds

and  shares  to be issued in exchange to the  convertible

bonds  are to be waived in favour of the subscribers  and

holders  of the convertible bonds, as determined  in  the

terms and conditions of convertible bonds.



The  EGM  will be held on December 15, 2000 at 1 p.m.  in

National Library (Rahvusraamatukogu) globe hall with  the

address  Tonismäe 2, Tallinn. To participate and vote  at

the EGM:



·    Natural  persons  being the  shareholders  ("NPS"),

  please take with you your passport, representative of the

  NPS,  in addition, her passport and the notarized proxy

  issued by the NPS;

·    Legal persons being the shareholders ("LPS"), please

  take with you the excerpt from relevant registry where

  the LPS has been registered showing the right of

  respective person to represent the LPS, such registered

  representative of the LPS, in addition, her passport, or

  in case of proxy issued by the LPS, in addition to above,

  such proxy document in appropriate form and passport of

  representative appointed by proxy;

·    Non-resident shareholders should have the above

  documents in legalized form, except passports.



Management Board

December 6, 2000





Hille Võrk

CFO

+372 6 272 460