Eesti Telekom                 NEWS RELEASE                      04/16/2004



ANNUAL GENERAL 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 18, 2004 at 12.30 p.m. at National Library of

Estonia (Tõnismägi 2, Tallinn).



The following agenda is suggested for the meeting:

1.   Approval of 2003 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.

6.    Amending  the Articles of Association of  AS  Eesti

  Telekom and converting the B-Share.



The  shareholders registered in the share register of  AS

Eesti Telekom on May 18, 2004 at 8.00 a.m. have the right

to  vote  on  the  Meeting. Registration to  the  General

Meeting  starts on May 18, 2004 at 11.30 a.m. at National

Library of Estonia. 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  2003  Annual  Report and draft  resolutions  of  the

General  Meeting  are available for all  shareholders  on

Internet page <a href='http://www.telekom.ee' target='_blank'>http://www.telekom.ee</a> and in the office  of

AS  Eesti Telekom at Roosikrantsi 2, Tallinn since  April

19, 2004 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

  

1.1    To  approve  2003  Annual  Report  consisting   of

financial    report,   management   report,   independent

auditor’s report and proposal for profit distribution.



1.2    To  distribute  the  retained  earnings  totalling

2,290,597  thousand kroons, consisting of the net  profit

of  AS  Eesti  Telekom  for the financial  year  of  2003

1,035,952  thousand  kroons and  retained  earnings  from

previous periods 1,254,645 thousand kroons as follows:



  1.    To  allocate  to the legal reserve  261  thousand

     kroons.

       

  2.   The number of A-shares is 137,644,528. To distribute

     between shareholders and to pay out to shareholders as

     dividends 1,101,156 thousand kroons, i.e. 8.00 kroons

     per A-share.



  3.   Left  to  be carried forward in the balance  sheet

       1,189,180 thousand kroons.

     

  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 8 June 2004. The dividends shall be paid out

  on 17 June 2004.



2.    To authorise AS Eesti Telekom to acquire within one

year from the adoption of this resolution (i.e. until  18

May 2005) 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.



5.    To  appoint Deloitte&Touche Audit AS to audit Eesti

Telekom  in  2004. Remuneration of the auditors  will  be

based on a contract with the auditing company.



6.1   To  amend the Articles of Association of  AS  Eesti

Telekom and replace Clause 5.2.2 with the following text:

"The Board shall notify the shareholders about the Annual

General Meeting no less than three (3)  weeks, and  about

the  extraordinary General Meeting no less than  one  (1)

week,  prior to the meeting by publishing a notice in  at

least one Estonian national daily newspaper."



6.2   To  amend the Articles of Association of  AS  Eesti

Telekom as follows:

-    To replace Clause 4.1 with the following text: "The

     share capital of the Company shall be divided into

     registered common shares with the par value of EEK ten

     (10) each share. Each share is indivisible. Each share

     shall grant its holder one vote at the General Meeting

     and shall entitle the shareholder to participate at the

     General Meeting, distribution of profit as well as

     distribution of the remaining assets upon the liquidation

     of the Company, as well as other rights provided by the

     law and these articles of association (hereinafter:

     "Articles of Association").";

-    To  replace  Clause 5.2.5 with the  following  text:

     "5.2.5. A resolution of the General Meeting shall be

     deemed to be duly passed if more than half of the votes

     represented at the General Meeting shall be cast for such

     decision,  except deciding on issues  stipulated  in

     subsections 5.2.4.(1); 5.2.4.(2); 5.2.4.(3) and 5.2.4.(8)

     of these Articles of Association, which shall be passed

     provided that 2/3 majority of the votes represented at

     the General Meeting shall be cast for such decisions. In

     cases where the law requires higher qualified majority of

     votes, the relevant resolution of the General Meeting

     shall be considered duly passed if the relevant amount of

     votes  as required by the law shall be cast for  the

     resolution.",

and  to  convert  the B-Share into one hundred  (100)  A-

Shares  by terminating special rights attached to the  B-

Share  and splitting its par value (EEK 1,000)  into  one

hundred  (100) shares with the par value of EEK ten  (10)

each, each bearing one vote.





Hille Võrk

Financial Manager

6272460