Dear shareholder of AS Eesti Telekom,
We hereby inform you that the management board of AS Eesti Telekom, registration
No. 10234957, address Roosikrantsi 2, Tallinn, calls an annual general meeting
of shareholders of AS Eesti Telekom. The annual general meeting of shareholders
will be held on 22 May 2007 at 1:00 p.m. at National Library of Estonia
(Tõnismägi 2, Tallinn).
The shareholders registered in the share register of AS Eesti Telekom on 12 May
2007 at 11.59 p.m. have the right to vote at the general meeting.
Registration for the general meeting starts on 22 May 2007 at 12:00 a.m. at the
place of the meeting. For registration for the meeting:
A shareholder, being a natural person, must present a passport or identity card
as an identity document, a representative must also present a duly executed
power of attorney;
A representative of a shareholder, being a legal person, must present 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 (except for the power of attorney) of a legal person registered in a
foreign country must be legalised by the Ministry of Foreign Affairs of the
Republic of Estonia or by a foreign representation of the Republic of Estonia,
or confirmed with apostille.
The 2006 Annual Report, independent auditor's report, Articles of Association,
draft resolutions of the general meeting, Statement of the Supervisory Board,
data on new members of the Supervisory Board and on the auditor are available
for all shareholders on the Internet at http://www.telekom.ee and in the office
of AS Eesti Telekom at Roosikrantsi 2, Tallinn from April 23, 2007 on workdays
from 10.00 a.m. to 2.00 p.m. Any questions regarding the general meeting can be
asked by phone (372) 6 311 212, on the Internet at http://www.telekom.ee, or by
mail to mailbox@telekom.ee.
AGENDA AND DRAFT RESOLUTION FOR THE GENERAL MEETING, APPROVED BY THE SUPERVISORY
COUNCIL OF AS EESTI TELEKOM ON 18 APRIL 2007
1. Approval of the 2006 Annual Report and allocation of profits:
1.1 To approve the 2006 Annual Report.
1.2 To distribute consolidated retained earnings of the Eesti Telekom Group as
of the end of the year 2006, attributable to the equity holders of the parent
company of the Group, totalling 2,234,831 thousand EEK as follows:
To distribute among the shareholders and pay to the shareholders as dividends
1,310,568 thousand EEK, i.e. 9.50 EEK per share, based on a total of 137,954,528
shares entitled to dividends.
To leave the residual retained earnings totalling 924,263 thousand EEK
undistributed among the shareholders.
The list of shareholders based on which dividends will be distributed shall be
fixed at 23:59 p.m. on 8th of June 2007. The dividends shall be paid out on 19th
of June 2007.
2. Amendment of the Articles of Association:
To amend the articles of association of AS Eesti Telekom as follows:
To amend clause 5.2.4(9) and formulate it as follows: “deciding on conclusion
and terms and conditions of transactions with the members of the Council,
deciding on the conduct of legal disputes with the members of the Council, and
appointment of the representative of the Company in such transactions and
disputes;”.
To amend clause 5.3.1 and formulate it as follows: “The Council shall be
comprised of six (6) to ten (10) members elected by the General Meeting. The
members of the Council shall be elected for a term of two (2) years.”
To amend clause 5.3.3(7) and formulate it as follows: “transactions of the
Company exceeding the limits established by the Council in a single transaction
or series of related transactions;”.
To amend clause 5.3.3(10) and formulate it as follows: “deciding on the
Company's transactions with the members of the Board, terms and conditions of
the transactions, as well as deciding on the conduct of legal disputes with the
members of the Board and appointment of the representative of the Company in
such transactions and disputes.”
Explanations to the amendments of the Articles of Association can be read at
http://www.telekom.ee.
3. Buy-back option of AS Eesti Telekom shares
To authorize AS Eesti Telekom to acquire, within one year from the adoption of
this resolution (i.e. until 22 May 2008), AS Eesti Telekom shares so that the
total of the nominal values of such shares held by AS Eesti Telekom will not
exceed the limits prescribed by law, and the price paid per share will not
exceed the highest price paid for a AS Eesti Telekom share on the Tallinn Stock
Exchange on the day of the share acquisition. AS Eesti Telekom will pay for the
said shares from the company's assets that exceed its share capital, reserve
capital, and share premium. The number of shares to be acquired each time in
accordance with this resolution shall be determined on each occasion separately
by a resolution of the Supervisory Council of AS Eesti Telekom.
4. Recall and election of the Supervisory Council members
To recall the following members of the Supervisory Council of AS Eesti Telekom:
Terje Christoffersen, Anders Gylder, Jörgen Latte, Tarmo Porgand, Mats
Salomonsson, Aare Tark and Heido Vitsur.
To consider the members of the Council recalled and the term of their
authorities as members of the Council terminated from the moment of this
resolution.
To elect as members of the Supervisory Council of AS Eesti Telekom: Terje
Christoffersen, Anders Gylder, Jörgen Latte, Tarmo Porgand, Mats Salomonsson,
Aare Tark and Jüri Raatma.
To consider the above persons elected and the term of their authorities as
members of the Council commenced from the moment of this decision.
5. Remuneration of the Supervisory Council members
The members of the Supervisory Council may be paid the following remuneration:
Chairman of the Council 20,000 EEK per month and a Member of the Council 9,000
EEK per month. Members of the Council may be compensated for actual expenses
related to executing their duties (e.g. accommodation, transport, and
communications) on the basis of an application made by a Member of the Council.
6. Election and remuneration principles of an auditor
To appoint AS PricewaterhouseCoopers (reg. No. 10142876) as an auditor of AS
Eesti Telekom in the financial year of 2007. The provision of services and
remuneration for the auditing services will be based on a contract entered into
with the auditing company.