Pēd. atjaunots: 20.07.2024 07:08 (GMT+3)

ETL: The Council Opinion

20.01.2005, Eesti Telekom, TLN
Eesti Telekom                 NEWS RELEASE                      01/20/2005

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).

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.

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 Supervisory Council, including the independent members of the Supervisory
Council, Mr. Alo Kelder, Mr. Tarmo Porgand and Mr. Raivo Vare, estimate 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, enhance the competitiveness of the Target Issuer 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.

5. The members of the Supervisory Council and the Management Board do not own
any shares of the Target Issuer and therefore they are not in the position to
accept or reject 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 19 January 2005.





Erik Hallberg Annika Christiansson
Chairman of the Supervisory Council Member of the Supervisory Council



Alo Kelder Tarmo Porgand
Member of the Supervisory Council Member of the Supervisory Council



Kennet Rådne Mats Salomonsson
Member of the Supervisory Council Member of the Supervisory Council



Raivo Vare
Member of the Supervisory Council




Jaan Männik Hille Võrk
Chairman of the Management Board Member of the Management Board



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