OREANDA-NEWS. May 14, 2010. On May 12, 2010 VolgaTelecom’s Board of directors held its meeting; the agenda of the meeting comprised the issues related to preparation and holding of annual general meeting of VolgaTelecom’s shareholders. Earlier the Board of directors set the date of holding annual general meeting of shareholders – June 21, 2010.

VolgaTelecom’s Board of directors unanimously voted for including the issues related to OJSC VolgaTelecom’s reorganization in the form of affiliation to OJSC Rostelecom into the agenda of annual general meeting of shareholders. Within the framework of this issue the shareholders will consider Affiliation Agreement according to which 0.891 outstanding ordinary shares of OJSC VolgaTelecom will be converted into one additional ordinary share of OJSC Rostelecom, and 1.134 outstanding preferred A type shares of OJSC VolgaTelecom will be converted into one additional ordinary share of OJSC Rostelecom.

The Board of directors approved the repurchase price of the Company’s ordinary and preferred A type shares from shareholders who voted against or did not take part in voting on the issue of OJSC VolgaTelecom’s reorganization in the form of affiliation to OJSC Rostelecom – RUB 96.74 per a share.

Also, at this meeting VolgaTelecom’s Board of directors approved the following agenda of annual general meeting of shareholders:

1. Approval of annual report, annual accounting statement, including the Company’s income statement (profit and loss accounts) based on the results of the reporting 2009 fiscal year.

2. Distribution of profit (including dividend payment) based on the results of the reporting 2009 fiscal year.

3. On remuneration to the members of OJSC VolgaTelecom’s Board of directors for the Company’s high financial results in 2009. Determination of the amount and the procedure of remuneration payment.

4. Election of the members of the Company’s Board of directors.

5. Election of the members of the Company’s Auditing committee.

6. The Company’s reorganization in the form of the Company’s affiliation to Open Joint Stock Company of DLD & ILD Rostelecom.

7. Approval of Articles of association of Open Joint Stock Company VolgaTelecom (OJSC VolgaTelecom) as restated.

8. Approval of Regulations for the Board of directors of Open Joint Stock Company VolgaTelecom (OJSC VolgaTelecom) as restated.

9. Approval of the Company’s auditor for 2010.

10. Approval of requirement criteria (percentage) of deductions for calculation of annual remuneration to the members of the Company’s Board of directors.

VolgaTelecom’s Board of directors preliminarily approved the Company’s annual report for 2009 and made the decision to recommend to annual general meeting of shareholders:

1. Distribute the Company’s profit based on the results of the reporting 2009 fiscal year in the following way:

· RUB 426, 257, 214.23 – for payment of dividend on preferred A type shares;

· RUB 639, 385, 896.70 – for payment of dividend on ordinary shares;

· RUB 3, 196, 928, 819.07 - for the increase in the Company’s equity capital.

2. Pay dividend

- to the amount of:

· RUB 5.199311 per one preferred A type share;

· RUB 2.599451 per one ordinary share,

- as per the procedure complying with the information about the method of receiving dividend provided by registered persons as per the data of the Company’s shareholders’ register as of May 04, 2010.

Annual general meeting of OJSC VolgaTelecom’s shareholders will be held on June 21, 2010 at the address: Assembly Hall, Dom Svyazi, Maxim Gorky Square, Nizhny Novgorod. The list of persons entitled to participate in annual general meeting of shareholders was drawn up at May 04, 2010.