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North-West Telecom

June 19, 2010

The Annual General Meeting of the Shareholders of OJSC N.W.Telecom has been held

On 19th June 2010 the Annual General Meeting of the Shareholders OJSC N.W.Telecom took place , and the shareholders took the decision on reorganization of OJSC N.W.Telecom in the form of affiliation with OJSC Rostelecom.

Shareholders holding all in all 68.19% of the voting ( common and preferred) shares took part in deciding the question of reorganization. 91.11% of the shareholders voted for the reorganization.

According to the Agreement of Affiliation of OJSC N.W.Telecom with OJSC Rostelecom , the ratios of conversion of OJSC N.W.Telecom’s shares into OJSC Rostelecom ’s shares will be:

- 4.102 common registered nondocumentary shares of OJSC N.W.Telecom are converted into one common registered nondocumentary share of OJSC Rostelecom; and

- 5.220 preferred registered nondocumentary shares of OJSC N.W.Telecom are converted into one common registered nondocumentary share of OJSC Rostelecom.

The redemption price of OJSC N.W.Telecom’s shares that may be claimed for redemption in case of the reorganization of the Company will be equal for common and preferred shares and will amount to 21.01 roubles per share.

Decisions on other matters were taken by the shareholders holding all in all more than 81% of the voting ( common) shares.

In accordance with the agenda of the meeting, the shareholders of OJSC North-West Telecom approved the annual report of the Company , the annual accounts and reports, including the profit and loss report (profit and loss account) of the Company, as well as the distribution of profit (including payment of dividends), and losses of the company for the fiscal year under report (2009).

The meeting of the shareholders took a decision to pay dividends according to the results of OJSC N.W.Telecom’s operation in 2009. According to the decision , OJSC North-West Telecom will allocate RUR 828,473,934 roubles for dividend payment, including:

- RUR 1.228 per share for preferred stock;

- RUR 0.591 per share for common stock.

The dividend s for the preferred and common shares will be paid in the monetary form during the period from 15th August till 15th December 2010.

Based on the voting, the Board of Directors of OJSC N.W.Telecom consisting of the following members was elected:

1. Valentina Fyodorovna Veremyanina, Director of the Corporate Governance and Legal Support Department, OJSC Svyazinvest;

2. Denis Viktorovich Kulikov, Executive Officer, Investor Protection Association;

3. Dmitry Vladimirovich Levkovsky, Corporate Governance Director of the Moscow Representative Office, NCH Advisors, Inc.;

4. Alexey Anatolyevich Malysh, Director of the Telecommunications Department, OJSC Svyazinvest;

5. Oxana Valeryevna Petrova, Division Manager, Corporate Governance and Legal Support Department, OJSC Svyazinvest;

6. Alexandr Yuryevich Provotorov, First Deputy CEO, OJSC Svyazinvest;

7. Ivan Ivanovich Rodionov, Professor, SU Higher School of Economics;

8. Georgy Alexeyevich Romsky, Advisor of the CEO, OJSC Svyazinvest;

9. Yelena Vladimirovna Umnova, Deputy CEO, OJSC Svyazinvest;

10. Nadezhda Valentinovna Filippova, Deputy CEO, OJSC Svyazinvest;

11. Yevgeny Valeryevich Yurchenko, Chief Executive officer, OJSC Svyazinvest.

The Auditing Committee of OJSC N.W.Telecom consisting of the following members was elected:

1. Lyudmila Alexandrovna Arzhannikova, Division Head, Medium-term Planning Department, OJSC Svyazinvest;

2. Svetlana Nikolayevna Bocharova, Division Head, Accounting, Tax and Statistical Records Department, OJSC Svyazinvest;

3. Tatyana Yuryevna Zubova, Division Head, Accounting, Tax and Statistical Records Department, OJSC Svyazinvest;

4. Alexey Evgenyevich Kopyov, Director of the Internal Audit Department, OJSC Svyazinvest;

5. Lyudmila Alexeyevna Kormilitsyna, Division Manager, Corporate Governance and Legal Support Department, OJSC Svyazinvest;

6. Ilya Vladimirovich Ponomaryov, Director of the Finance Department, OJSC Svyazinvest;

7. Ivan Vladimirovich Topolya, Deputy Chief Accountant , OJSC Svyazinvest.

CJSC PricewaterhouseCoopers Audit was approved as the Company’s auditor for the year 2010.

Respective decision s of the meeting of the shareholders approved new versions of the Articles of Association, Provisions on the Board of Directors and approved the standard allocations for the calculation of the annual remuneration of the members of the Board of Directors OJSC N.W.Telecom elected by the decision of the annual general meeting of the shareholders of OJSC N.W.Telecom on 19th June 2010.

The meeting of the shareholders took a decision to pay remuneration to the members of the Board of Directors of OJSC N.W.Telecom for the high financial results in 2009 and established the amount of and procedure for the payment of the remuneration .

After the Annual General Meeting of the Shareholders, a press conference was held with the participation of Ye. V. Yurchenko, Chairman of the Board of Directors of OJSC N.W.Telecom and CEO of OJSC Svyazinvest , and V. A. Akulich, CEO of OJSC N.W.Telecom . Commenting on the results of the Annual General Meeting of the Shareholders, Vladimir Akulich, Chief Executive Officer of OJSC North-West Telecom, said: “We have passed with honour the test under the condition s of economic instability: surpassed the budgetary indices, strengthened our market position s, continue d to develop the telecommunication infrastructure in the district, expanding the range of service s and package offers provide d, and improve d the client servicing standard.”

Ye. V. Yurchenko, Chairman of the Board of Directors of OJSC N.W.Telecom and CEO of OJSC Svyazinvest , thanked the shareholders of OJSC N.W.Telecom for “having supported the establishment of a united telecommunication company” and noted that “it must become the indisputable leader of the industry .”

When the General Meeting of the Shareholders was over, the elected Board of Directors held its first meeting, at which Yevgeny Valeryevich Yurchenko was elected the Chairman of the Board of Directors, and Dmitry Vladimirovich Levkovsky and Yelena Vladimirovna Umnova were elected Deputy Chairperson s of the Board of Directors.

All materials of the Annual Meeting of the Shareholders are available on the corporate web site of OJSC N.W.Telecom in the Investor and Shareholder section. The official data will be announced after the minutes of the meeting are made up in compliance with article 63 of the Federal Law “On Joint-Stock Companies”.

 

 

 

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