OREANDA-NEWS. June 08, 2010. The Board of Directors of CenterTelecom (hereinafter, the company) at a meeting passed a resolution to include on the agenda of the annual general shareholders meeting the issue of the reorganization of CenterTelecom as a merger with Rostelecom.

The Board of Directors of CenterTelecom submitted for review to the annual general shareholders meeting of the company, which is scheduled for June 25, 2010 the Merger Agreement between CenterTelecom and Rostelecom.  The Agreement contains the following ratios for converting the shares of CenterTelecom into those of Rostelecom:

3.867 common uncertified shares of CenterTelecom are to be converted into one common certified share in Rostelecom;

4.920 preferred uncertified shares of CenterTelecom are to converted into one common certified share in Rostelecom;

In addition, the Board of Directors of CenterTelecom set the price of shares to be bought back from shareholders that are opposed to the company’s merger with Rostelecom.  The buyback price for the issuer’s common and preferred shares is identical and will amount to RUR 22.30 per one share.

The Board of Directors of CenterTelecom also preliminarily approved the company’s 2009 Annual Financial Statement and advised the annual general shareholder’s meeting to allocate the company’s 2009 profit as follows:

to pay out RUR 505,850,000.90 as dividends on class A preferred shares;

to pay out RUR 758,776,000.00 as dividends on common shares;

to raise the company’s shareholder capital by RUR 3,793,881,000.75.

The decision was adopted to pay out RUR 0.9617069 per one preferred class A share; and RUR 0.4808448 per one common share.

The Board of Directors of CenterTelecom advised the annual general shareholders meeting to approve MPMG as the company’s 2010 auditor, to approve the Company Charter and the new edition of the Statute on the Board of Directors of the company, and also to adopt other decisions related to the conduct of the shareholders meeting.