OREANDA-NEWS. May 26, 2010. The board of directors of Sibirtelecom has voted unanimously to include in the agenda of the board of directors meeting the issue regarding the merger of Sibirtelecom and Rostelecom.  The conversion ratios and buyback prices proposed for the shareholder meeting were accepted.

The board of directors of Sibirtelecom, at meeting held in Moscow, unanimously voted to include in the agenda of the annual shareholders meeting the issue of the merger between Sibirtelecom and Rostelecom.

The agenda for the upcoming annual general shareholders meeting dated June 5, 2010 also includes the issue of approving the merger agreement between Sibirtelecom and Rostelecom.  This agreement contains the swap ratios for converting the shares of Sibirtelecom into the shares of Rostelecom.  Thus, 59.374 preferred nominal non-certificated shares of Sibirtelecom are to be converted into one common nominal non-certificated share of Rostelecom.

The board of directors of Sibirtelecom approved the buyback price of the company’s shares from the shareholders which are opposed to the merger of the operator with Rostelecom.  The buyback price of the company’s common and preferred shares will be identical.  The price will amount to RUR 1.85 per share.

Commenting on the resolutions adopted at the board of directors of Sibirtelecom, the head of the board of directors of the company and director general of Svyazinvest Evgeny Yurchenko termed them “historical, since they mark the beginning of the process of corporate approval of the merger of Svyazinvest’s RTOs with Rostelecom.  “Today’s meeting unanimously approved all of the resolutions, thereby setting the right tone for all subsequent board of directors meetings of Svyazinvest’s RTOs, which are scheduled to take place at the end of April and the beginning of May 2010 and which will adopt decisions on raising at the annual general shareholders meeting of the Group of companies the issue regarding the merger of all RTOs to Rostelecom.

The board of directors of Sibirtelecom also preliminarily approved the company’s annual financial statement for 2009 and advised the annual general shareholders meeting of the company to allocate the company’s profit based on the results of fiscal 2009 as follows:

to pay out RUR 230,303,268 for the allocation of dividends on class A preferred shares;

to pay out RUR 351,787,069 for the allocation of dividends on common shares;

to raise the company’s shareholder capital by RUR 1,763,156,780.

A resolution was adopted to pay out RUR 0. 0589249 per one class A preferred share; and RUR 0.0292878 per one common share.

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