Eesti Telekom                 NEWS RELEASE                04/29/2003 09:00



ANNUAL GENETAL MEETING



Hereby  we inform you that the Annual General Meeting  of

the  shareholders  of AS Eesti Telekom,  registration  no

10234957,  located in Roosikrantsi 2, Tallinn,  shall  be

held  on  May 22, 2003 at 1.00 p.m. at "Vanalinnastuudio"

(Sakala 3, Tallinn).



The following agenda is suggested for the meeting:

1.   Approval of 2002 Annual Report and allocation of the

  profit.

2.   Buy-back option of AS Eesti Telekom shares.

3.    Recalling  and  election  of  the  members  of  the

  Council.

4.   Remuneration of the members of the Council.

5.   Election and remuneration of the auditor.



The  shareholders registered in the share register of  AS

Eesti Telekom on May 22, 2003 at 8.00 a.m. have the right

to  vote  on  the  Meeting. Registration to  the  General

Meeting   starts   on   May  22,   2003   at   12.00   at

"Vanalinnastuudio". For registration to the Meeting:



·     A shareholder, being a natural person, must produce

  a  passport or identity card as an identity document, a

  representative must also produce a duly executed power of

  attorney;

·    A representative of a shareholder, being a legal

person, must produce an extract from the respective

(commercial) register, where the legal person is

registered (for an Estonian legal person, a copy of the

Commercial Register's card B, which is not older than 15

days), proving the right of the person to represent the

shareholder (legal authorisation), and the

representative's identity document; if the person is not

a legal representative, a duly executed power of attorney

(authorisation by transaction) and the representative's

identity document must be produced in addition to the

extract from the register;

·    Documents of a legal person registered in a foreign

country (except for the power of attorney) must be

legalised in the Republic of Estonia Ministry of Foreign

Affairs or in a foreign representation of the Republic of



Estonia, or confirmed with apostille.



The  2002  Annual  Report and draft  resolutions  of  the

General  Meeting  are available for all  shareholders  on

Internet  page http:/www.telekom.ee and in the office  of

AS  Eesti Telekom at Roosikrantsi 2, Tallinn since  April

29, 2003 on working days from 10.00 a.m. to 2.00 p.m. Any

questions in regard of the General Meeting can  be  asked

by phone (372) 6 311 212 or mailed to mailbox@telekom.ee.



Resolution projects

  

1.     To  approve  2002  Annual  Report  consisting   of

  financial   report,   management  report,   independent

  auditor’s report and proposal for profit distribution.



2.     To  distribute  the  retained  earnings  totalling

  2,132,574 thousand kroons, consisting of the net profit

  of  AS  Eesti  Telekom for the financial year  of  2002

  1,040,401  thousand kroons and retained  earnings  from

  previous periods 1,092,173 thousand kroons as follows:



1)    To  distribute between shareholders and to  pay  to

  shareholders  as  dividends  515,197  thousand  EEK  as

  follows:

     

  a)    The  number of A shares is 137,383,178. Dividends

     payable to all holders of A shares total 515,187 thousand

     EEK, i.e. 3.75 EEK per A share.

b)   Dividend payable to the holder of B share totals

10,000 EEK.

       

2)   To distribute between shareholders and to pay out to

  shareholders as "extraordinary dividend" 309,112 thousand

  EEK as follows:

     

  a)   Dividends payable to all holders of A shares total

     309,112 thousand EEK, i.e. 2.25 EEK per A-share.

       

     To  pay the total of 824,299 thousand EEK, i.e. 6.00

     EEK  per A share, as dividends to the holders  of  A

     shares and the total of 10,000 EEK to the holder  of

     B share.

     

3)   Left to be carried forward in the balance sheet is

  1,308,265 thousand EEK.



The  list of shareholders on the basis of which dividends

will  be  distributed  shall be fixed  according  to  the

provisions of the Tallinn Stock Exchange Rules at 8.00 on

10  June 2003. The dividends shall be paid out on 19 June

2003.



3.    To authorise AS Eesti Telekom to acquire within one

  year from the adoption of this resolution (i.e. until 22

  May 2004) AS Eesti Telekom shares of A-series so that the

  total  of nominal values of own shares held by AS Eesti

  Telekom would not exceed the legal limits and the price

  payable per share would not exceed the highest price paid

  for the A share of AS Eesti Telekom on the Tallinn Stock

  Exchange  on the day of acquiring the shares. AS  Eesti

  Telekom  to pay for the said shares from the  company's

  assets  in excess of its share capital, reserve capital

  and  share premium. The amount of shares to be acquired

  each time shall be determined on each occasion separately

  by  a  resolution  of  AS  Eesti Telekom's  Supervisory

  Council.



4.   To appoint Villu Vaino from Deloitte&Touche Audit AS

  to  audit  Eesti Telekom in 2003. Remuneration  of  the

  auditor  will be based on a contract with the  auditing

  company.





Hille Võrk

Financial Manager

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