OREANDA-NEWS. May 26, 2010. At Moscow meeting OJSC Far East Telecom Board of Directors voted for including the issue of Company consolidation into OJSC Rostelecom into the agenda of Annual General Meeting of Shareholders and appointed the date for the General Meeting.

OJSC Far East Telecom Annual General Meeting of Shareholders will be held on June 28th 2010 at 11:00 am at room 12, 12 Muravyeva-Amurskogo St., Khabarovsk, in the building of state institution of culture and art Khabarovsk Regional Children Theater Association.

Board of Directors approved the following agenda:

1. Approval of Company annual report, annual accounting statements including loss and profit report (loss and profit accounts) for financial year 2009.

2. Profit distribution (including dividend payment) for financial year 2009.

3. Election of members of Company Board of Directors.

4. Election of members of Company Revision Commission.

5. Company reorganization in the form of consolidation into Rostelecom Open Joint-Stock Company for Long-distance and International Telecommunications Open Joint Stock Company.

6. Company reorganization in the form of consolidation into Sakhatelecom Open Joint-Stock Company.

7. Approval of OJSC Far East Telecom restated Articles of Association.

8. Approval of OJSC Far East Telecom restated Board of Directors Charter.

9. Approval of Company auditor for 2010.

10. Approval of deduction rate (interest) for annual fee for members of Company Board of Directors.

11. Annual fee for members of Company Board of Directors for 2009. Determination of fee amount and payment procedure for 2009.

Coefficients for OJSC Far East Telecom shares conversion into OJSC Rostelecom shares as stipulated by Draft Agreement for OJSC Far East Telecom consolidation into OJSC Rostelecom to be approved by shareholders of both companies are as follows:

· 0.939 ordinary registered uncertificated shares of OJSC Far East Telecom shall be converted into one ordinary registered uncertificated share of OJSC Rostelecom; and

· 1.195 preferred registered uncertificated shares of OJSC Far East Telecom shall be converted into one preferred registered uncertificated share of OJSC Rostelecom.

OJSC Far East Board of Directors approved the repurchase price for Company shares, which may be claimed from the Company by the shareholders who voted against the reorganization or did not participate in voting on the reorganization issues. Repurchase price for Company ordinary and preferred shares will be the same: 91.81 rubles per share. The Company may allocate up to 10 per cent of its net assets, i.e. up to 1,043,783.6 thousand rubles for repurchasing shares from its shareholders.

OJSC Far East Telecom Board of Directors has preliminary approved Company Annual Report for 2009 and recommended the General Meeting of Shareholders to distribute Company profit for financial year 2009 as follows:

- dividends on preferred shares: 213,594,244,77 rubles,

- dividends on ordinary shares 325,712,808.34 rubles,

- gains in equity 1,632,170,132.89 rubles.

Dividend amount recommended to the General Meeting of Shareholders is as follows:

6.8528 rubles per preferred share;

3.4077 rubles per ordinary share.

Materials to be provided to shareholders before the Annual General Meeting will be available for Company shareholders at the Company location and in regional branches from May 20th 2010.

Board of Directors also considered some other issues related to preparation for the Annual General Meeting of Shareholders.