Annual General Meeting of the shareholders of AS Eesti Telekom, held on 22
May 2007 decided:
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:
1. 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;”.
2. 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.”
3. 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;”.
4. 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.”
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.
Eesti Telekom <http://www.telekom.ee> is the largest group of
telecommunications and IT companies in Estonia. Its shares have been quoted on
the Tallinn and London stock markets since 1999 (OMX:ETLAT/LSE:EETD).
Eesti Telekom's subsidiary AS EMT <http://www.emt.ee> is Estonia's largest
mobile operator, offering the best quality in voice communication services and
innovative mobile data communication and content services. EMT
<http://www.emt.ee> became the first mobile operator in Estonia to open 3G
network for commercial use and to offer 3G services.
Eesti Telekom's subsidiary Elion Enterprises AS <http://www.elion.ee> maintains
the leading position in Estonia in the market for fixed-line voice
communication, Internet connections and data communication solutions, and has
vigorously entered the IT and digital television market.
Hille Võrk
AS Eesti Telekom, CFO
Phone +372 6 311 212
Email: hille.vork@telekom.ee
