OREANDA-NEWS. May 14, 2010. The board of directors of Sibirtelecom, a subsidiary of Svyazinvest holding, has unanimously voted to include in the agenda of its annual general shareholders meeting the issue concerning the upcoming merger of Sibertelecom and Rostelecom.  Share swap ratios and the buyback price for shares are also to be put to vote at the shareholders meeting.

The board of directors of Sibirtelecom voted unanimously at its shareholders meeting held in Moscow on April 23, 2010 to place on the agenda of the annual general shareholders meeting the issue of the merger which is expected to take place between Sibirtelecom and Rostelecom.

The annual general shareholders meeting, which is scheduled be held on June 5, 2010, will also address the approval of the Merger Agreement between Sibirtelecom and Rostelecom.  This agreement contains the ratios for swapping Sibirtelecom’s shares into those of Rostelecom.  All in all, 46.537 common nominal non-certificated shares in Sibirtelecom are to be swapped for one common nominal non-certificated share in Rostelecom.  In addition, 59.374 preferred nominal non-certificated shares in Sibirtelecom are to be converted into one common nominal non-certificated share in Rostelecom.

The board of directors of Sibirtelecom has approved the buyback price of shares from the company’s shareholders which do not agree with the merger between Sibirtelecom and Rostelecom.  The buyback price of common shares and preferred shares of the company will be the same.  The price has been set at RUR 1.85 per one share.

Commenting on the resolutions passed at a meeting of the board of directors of Sibirtelecom, the chairman of the company’s board of directors and director general of Svyazinvest Yevgeny Yurchenko termed them “historical”, since they mark the beginning of the process of corporate approval of the merger of regional telecommunications companies (RTOs) and Rostelecom.  “This meeting adopted all of the resolutions unanimously, thereby sending a “go” signal to all of the other upcoming board of directors meetings of the regional telecommunications operators controlled by Svyazinvest, which are also to review the same issues”, Mr. Yurchenko emphasized.  Today’s board of directors meeting of Sibirtelecom is the first in a number of board meetings of RTOs and Rostelecom which are to be held at the end of April and the beginning of May and which will be the venue for adopting resolutions on raising at the annual general shareholders meetings of the Group’s companies the issue of the merger slated to take place between all of the holding’s RTOs and Rostelecom.

The board of directors of Sibirtelecom has preliminarily approved the company’s 2009 Annual Financial Statement and issued a recommendation for the annual general shareholders meeting to allocate the company’s profit generated in fiscal 2009 as follows:

to allocate RUR 230,303,268 as payment for class A preferred shares;

to allocate RUR 351,787,069 as payment for dividends on common shares;

to raise the company’s shareholder capital by RUR 1,763,156,789.

Dividends are to be paid out in the amount of RUR 0.0589249 per one preferred class A share; and RUR 0.0292878 per one common share.

The board of directors proposed the annual general shareholders to approve Ernst & Young as the company’s 2010 auditing firm.