Eircom shareholders will gather at the company's extraordinary general meeting today to discuss the future of the Eircell mobile telephone subsidiary. About 1,500 shareholders are expected to attend the meeting, a significantly lower turnout than at the annual general meeting last September.

After less than two years as a publicly quoted company, the Eircom board is asking shareholders to vote in favour of demerging Eircell from the group and selling it on to Vodafone. But small shareholders will have little if any influence over the final outcome.

With just a simple majority required to effect the demerger, the issue has effectively already been decided because a number of large shareholders such as Comsource, comprising the KPN and Telia 35 per cent stake, and some institutions have indicated their approval.

While the demerger of Eircell may be a foregone conclusion, small shareholders should use the meeting as an opportunity to question chairman Mr Ray MacSharry and his board about the demerger, the Vodafone deal and the future of Eircom. The meeting takes place at Dublin's Point Depot, at 11 a.m.

Who is entitled to attend? Anyone who owns Eircom shares or who has been appointed a proxy to vote on behalf of a shareholder/ shareholders is entitled to attend the meeting.

Will it be difficult to get in? Shareholders who arrive at The Point Depot will be asked for their attendance card (it was in the information pack posted out to all shareholders in recent weeks). Shareholders who have forgotten this card will be asked for some proof of identity, which will be checked against a computerised register of shareholders.

What is the format of the meeting? Mr MacSharry will open the meeting by outlining the reasons for it and why the board is recommending the demerger of Eircell and its sale to Vodafone. He will outline the future strategy of Eircom after Eircell is demerged. While he is expected to refer to "current corporate activity" - the indications of interest in the fixed-line business from eIsland (the Denis O'Brien consortium), Valentia (the consortium chaired by Sir Anthony O'Reilly) and IIU, the investment vehicle of financier Mr Dermot Desmond - he is expected to say that he is constrained by Stock Exchange rules from giving any detail.

Shareholders will be interested to know if Eircom will be sold, how much it would fetch and what that will mean for them. But Mr MacSharry will say stock exchange rules on closed periods - the company will report annual results at end May/early June - and on possible bids prevent him from discussing the position in detail at the meeting.

After Mr MacSharry's address, shareholders will be invited to put their questions to the board.

What is the point in voting at all if the issue is already decided? It offers the only opportunity for shareholders to register their opinion.

What is the point of demerging Eircell? British phone group Vodafone has made an offer for the mobile operation, which the Eircom board wants to accept. To effect the deal, Eircell must first be demerged from Eircom and then, in a separate move on which shareholder will also vote, sell the demerged operation to Vodafone.

How should I vote? At the meeting shareholders will be asked to vote for or against the demerger of Eircell from Eircom. Voting in favour will mean that you will have shares in Eircom, which will fall in value to reflect the removal of Eircell. If shareholders subsequently vote to sell Eircell to Vodafone, they will be paid in Vodafone shares.

If you feel you would be better off having this mix of shares rather than just Eircom shares, or you do not have confidence in the Eircom board for the future, you should vote in favour of the demerger.

If you feel Vodafone is not paying enough for Eircell, or that now is the wrong time to sell the mobile operation, or you do not want to have Vodafone shares or sterling exposure you should vote against the demerger.

Will I be asked to vote on the Vodafone deal at the meeting? No. Shareholders have been asked to vote on the Vodafone part of the deal through a postal ballot - the white forms that came with the white booklet. If you want to approve the sale, return the completed form to arrive at the Computershare office in Dublin by 3 p.m. on Sunday May 13th. If you want to reject the deal, do nothing - the form only provides for a yes vote.

Can I vote for the demerger but against the Vodafone deal? There would be no point. If that happened, Eircom shareholders would end up with Eircell 2000 (the demerged company) shares, which would not be listed on any stock exchange and therefore would not be tradable, and their Eircom shares would be worth less because Eircell would not be part of group.

Can I vote against the demerger but for the Vodafone deal? Again, there is no point. The Vodafone deal cannot proceed unless it is preceded by the demerger of Eircell.

What will the demerger of Eircell mean? When Eircell is demerged,Eircom shareholders will still have the same number of shares in Eircom - the fixedline business - and shares in Eircell 2000, an unlisted company containing the Eircell operation. They will get one Eircell 2000 share for every Eircom share they own.

Their Eircom shares will be worth less, reflecting the removal of Eircell - analysts estimate their initial value at around #1.05 (£0.83) to #1.08 (down from a current level of about #2.58).

To complete the Vodafone deal, shareholders will get 0.9478 Vodafone shares for every two Eircell 2000 shares they own - valuing each Eircell 2000 share at #1.51 based on a Vodafone price of £1.98 sterling (#3.2).

This would put a total value of #2.58 on the Eircom plus Eircell 2000 shares - some 34 per cent off the #3.90 Eircom flotation price of July 1999.

What happens next? It depends on what happens with potential offers for Eircom. A bidding war would be good for Eircom shareholders and could boost the share price. But with no firm offer yet on the table this cannot be taken as a certainty.

Possible questions for Mr MacSharry and his board: Are they confident Eircom is getting the best price possible for Eircell?

Why have they not activated the "walk away" clause? If the average Vodafone share price over the 10 days before the e.g.m. was less than £2.20 sterling, Eircom could walk away from the deal without incurring any penalty. The Vodafone price has been well below that level over recent days.

Why were shareholders not offered a cash alternative to Vodafone shares?

What are the prospects for the Vodafone operation and its share price, given its acquisitive strategy and its debt levels, which are higher than expected when the debts of its investment are taken into account?

What is the board's strategy for the fixed-line business?

What is the state of play with the suitors for the fixed-line business?

What, if any, are the planned board and management changes at Eircom following the demerger of Eircell?